<PAGE>















                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


                                  FORM 11-K


                    ANNUAL REPORT PURSUANT TO SECTION 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934



                     For The Year Ended December 31, 1997


       A. Full title of the plan if different from that of the issuer
                                  named below:



                      THE MAY DEPARTMENT STORES COMPANY
                             PROFIT SHARING PLAN



     B. Name of issuer of securities held pursuant to the plan and the
                  address of its principal executive office:


                      THE MAY DEPARTMENT STORES COMPANY
                              611 Olive Street
                            St. Louis, MO  63101


                         Commission File Number 1-79























<PAGE>
                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


FINANCIAL STATEMENTS AND EXHIBIT

Listed below are all financial statements and exhibit filed as part of this
annual report on Form 11-K:

                                                             Page of this
               Financial Statements                           Form 11-K  

     Report of Independent Public Accountants                      3

     Financial Statements of the Plan:
       Statement of Net Assets Available for
         Benefits - December 31, 1997                              4       
       Statement of Net Assets Available for
         Benefits - December 31, 1996                              7
       Statement of Changes in Net Assets
         Available for Benefits for the Year 
         Ended December 31, 1997                                  10
     
     Notes to Financial Statements -
       December 31, 1997 and 1996                                 12

     Schedule I - Item 27(a): Schedule of Assets 
       Held for Investment Purposes - 
       December 31, 1997                                          18

     Schedule II - Item 27(d): Schedule of 
       Reportable Transactions for the Year 
       Ended December 31, 1997                                    22

                      Exhibit                 

     Consent of Independent Public Accountants                    23


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the
undersigned, thereunto duly authorized.

                                  THE MAY DEPARTMENT STORES COMPANY
                                  PROFIT SHARING PLAN

                                  By:  The May Department Stores Company

Date:  April 22, 1998             By:            /s/ John L. Dunham         
                                                   John L. Dunham
                                       Executive Vice President and Chief
                                       Financial Officer




















<PAGE>







                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS






To The May Department Stores Company
Profit Sharing Plan:


We have audited the accompanying statements of net assets available for
benefits of The May Department Stores Company Profit Sharing Plan as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997.  These financial
statements and the schedules referred to below are the responsibility of the
Plan Administrator.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.  The Fund Information in
the statements of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund.  The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.




ARTHUR ANDERSEN LLP




St. Louis, Missouri,
  April 22, 1998









<PAGE>

                          THE MAY DEPARTMENT STORES COMPANY

                                  PROFIT SHARING PLAN


                    STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                   DECEMBER 31, 1997
                        (Thousands, except per unit information)

                                                                
                                                                
                                                 Nonparticipant Directed     
                                                     Investment Funds        
                                             --------------------------------
                                                ESOP Preference              
                                             ----------------------    May   
                                                           Member     Common 
               ASSETS                        Unallocated  Allocated   Stock  

INVESTMENTS, at fair value:
  The May Department Stores Company-
    Convertible preferred stock               $551,965    $241,377   $      -
    Common stock                                     -           -    160,657
  Commingled equity index fund                       -           -          -  
  Short-term investments                             -           -        605
  U.S. government securities                         -           -          -
  Fixed income investments                           -           -          -
                                              --------    --------   --------
          Total investments                    551,965     241,377    161,262

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts              (45,558)     45,558          -
  Dividends and interest receivable                  -           -          3
  Receivable - withholdings of member
    contributions                                    -           -          -
  Member interfund transfers                         -        (190)       (65)
                                              --------    --------   --------
          Total assets                         506,407     286,745    161,200
                                              --------    --------   --------
             LIABILITIES

LIABILITIES:
  Notes payable                                342,329           -          -
  Accrued interest payable                       4,805           -          -
  Net amount payable for investment
    securities transactions
    and other                                        -           -         47
  Amounts payable for administrative
    expenses                                         -           -        151
                                              --------    --------   --------
          Total liabilities                    347,134           -        198
                                              --------    --------   --------
NET ASSETS AVAILABLE FOR BENEFITS             $159,273    $286,745   $161,002
                                              ========    ========   ========

NUMBER OF UNITS AT DECEMBER 31, 1997                                    3,009
                                                                     ========

VALUE PER UNIT AT DECEMBER 31, 1997                                  $  53.51
                                                                     ========

             

                                     (Continued on following page)





 
        

<PAGE>

                          THE MAY DEPARTMENT STORES COMPANY

                                  PROFIT SHARING PLAN


                    STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                   DECEMBER 31, 1997
                        (Thousands, except per unit information)



                                                 Participant Directed  
                                                   Investment Funds
                                         ------------------------------------
                                           May      Common             Fixed
                                          Common    Stock     Money   Income
              ASSETS                      Stock     Index    Market    Index 

INVESTMENTS, at fair value:
  The May Department Stores Company-
    Convertible preferred stock          $      -  $      -  $     -  $     -
    Common stock                          415,381         -        -        -
  Commingled equity index fund                  -   124,796        -        -  
  Short-term investments                    1,564       330   63,908    1,191
  U.S. government securities                    -         -        -   28,367
  Fixed income investments                      -         -        -    9,196
                                         --------  --------  -------  -------
          Total investments               416,945   125,126   63,908   38,754

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts               -         -        -        -
  Dividends and interest receivable             8       187      322      569
  Receivable - withholdings of
    member contributions                      381       250       60       56
  Member interfund transfers                 (167)    2,119   (1,520)    (177)
                                         --------  --------  -------  -------
          Total assets                    417,167   127,682   62,770   39,202
                                         --------  --------  -------  -------  

          LIABILITIES

LIABILITIES:
  Notes payable                                 -         -        -        - 
  Accrued interest payable                      -         -        -        -  
  Net amount payable for investment
    securities transactions
    and other                                 123       130        -      304 
  Amounts payable for
    administrative expenses                   392       216      165      133
                                         --------  --------  -------  -------
          Total liabilities                   515       346      165      437
                                         --------  --------  -------  -------
NET ASSETS AVAILABLE FOR BENEFITS        $416,652  $127,336  $62,605  $38,765
                                         ========  ========  =======  =======

NUMBER OF UNITS AT DECEMBER 31, 1997        7,786    30,982   38,645   20,403  
                                         ========  ========  =======  =======

VALUE PER UNIT AT DECEMBER 31, 1997        $53.51     $4.11    $1.62    $1.90
                                           ======     =====    =====    =====



                                     (Continued on following page)







<PAGE>


         
                          THE MAY DEPARTMENT STORES COMPANY

                                  PROFIT SHARING PLAN


                    STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                   DECEMBER 31, 1997 
                                 (Thousands, except per unit information)


         

                                                     Distribution
              ASSETS                                   Account       Total   

INVESTMENTS, at fair value: 
  The May Department Stores Company-
    Convertible preferred stock                         $    -     $  793,342
    Common stock                                             -        576,038
  Commingled equity index fund                               -        124,796
  Short-term investments                                 4,425         72,023
  U.S. government securities                                 -         28,367
  Fixed income investments                                   -          9,196
                                                        ------     ----------
          Total investments                              4,425      1,603,762

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts                            -              -
  Dividends and interest receivable                          -          1,089
  Receivable - withholdings of
    member contributions                                     -            747
  Member interfund transfers                                 -              -
                                                        ------     ----------
          Total assets                                   4,425      1,605,598
                                                        ------     ----------

           LIABILITIES

LIABILITIES:
  Notes payable                                              -        342,329
  Accrued interest payable                                   -          4,805
  Net amount payable for
    investment securities
    transactions and other                               4,425          5,029
  Amounts payable for
    administrative expenses                                  -          1,057
                                                        ------     ----------
          Total liabilities                              4,425        353,220
                                                        ------     ---------- 
NET ASSETS AVAILABLE FOR BENEFITS                       $    -     $1,252,378
                                                        ======     ==========



            The accompanying notes are an integral part of this statement.









      




<PAGE>         




                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                 DECEMBER 31, 1996
                      (Thousands, except per unit information)

                                                                
                                                                
                                                 Nonparticipant Directed     
                                                     Investment Funds        
                                             --------------------------------
                                                ESOP Preference              
                                             ----------------------    May   
                                                           Member     Common 
                ASSETS                       Unallocated  Allocated   Stock  

INVESTMENTS, at fair value:
  The May Department Stores Company-
    Convertible preferred stock               $544,377    $178,483   $      -  
    Common stock                                     -           -    158,322
  Commingled equity index fund                       -           -          -  
  Short-term investments                             -           -        737
  U.S. government securities                         -           -          -
  Fixed income investments                           -           -          -
                                              --------    --------   --------
          Total investments                    544,377     178,483    159,059

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts              (40,127)     40,127          -
  Dividends and interest receivable                  -           -          4
  Receivable - withholdings of
    member contributions                             -           -          -
  Member interfund transfers                         -        (137)       405
                                              --------    --------   --------
          Total assets                         504,250     218,473    159,468
                                              --------    --------   --------  

             LIABILITIES

LIABILITIES:
  Notes payable                                362,557           -          -
  Accrued interest payable                       5,085           -          -
  Net amount payable for
    investment security
    transactions and other                           -           -        213
  Amounts payable for
    administrative expenses                          -           -        128
                                              --------    --------   --------
          Total liabilities                    367,642           -        341
                                              --------    --------   --------
NET ASSETS AVAILABLE FOR BENEFITS             $136,608    $218,473   $159,127  
                                              ========    ========   ========

NUMBER OF UNITS AT DECEMBER 31, 1996                                    3,420  
                                                                     ========

VALUE PER UNIT AT DECEMBER 31, 1996                                  $  46.53
                                                                     ========



                            (Continued on following page)



<PAGE>         




                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                 DECEMBER 31, 1996
                      (Thousands, except per unit information)



                                                 Participant Directed 
                                                   Investment Funds
                                          -----------------------------------
                                            May     Common             Fixed
                                           Common    Stock    Money   Income
              ASSETS                       Stock     Index   Market    Index 

INVESTMENTS, at fair value:
  The May Department Stores Company-
    Convertible preferred stock           $      -  $     -  $     -  $     -
    Common stock                           380,739        -        -        -
  Commingled equity index fund                   -   81,872        -        -  
  Short-term investments                     1,771      461   50,701    1,570
  U.S. government securities                     -        -        -   26,715
  Fixed income investments                       -        -        -    5,802
                                          --------  -------  -------  -------
          Total investments                382,510   82,333   50,701   34,087

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts                -        -        -        -
  Dividends and interest receivable              9      271      234      418
  Receivable - withholdings of
    member contributions                       350      139       70       47
  Member interfund transfers                   975     (170)  (1,034)     (39)
                                          --------  -------  -------  -------
          Total assets                     383,844   82,573   49,971   34,513
                                          --------  -------  -------  -------

          LIABILITIES

LIABILITIES:
  Notes payable                                  -        -        -        -
  Accrued interest payable                       -        -        -        -
  Net amount payable for
    investment security
    transactions and other                     511        -        -      896
  Amounts payable for
    administrative expenses                    307      158      130      107
                                          --------  -------  -------  -------
          Total liabilities                    818      158      130    1,003
                                          --------  -------  -------  -------
NET ASSETS AVAILABLE FOR BENEFITS         $383,026  $82,415  $49,841  $33,510
                                          ========  =======  =======  =======

NUMBER OF UNITS AT DECEMBER 31, 1996         8,232   26,571   32,234   18,858
                                          ========  =======  =======  =======

VALUE PER UNIT AT DECEMBER 31, 1996         $46.53    $3.10    $1.55    $1.78
                                            ======    =====    =====    =====



                            (Continued on following page)




<PAGE>         







                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                 DECEMBER 31, 1996
                     (Thousands, except per unit information)



                                                     Distribution
              ASSETS                                   Account       Total   

INVESTMENTS, at fair value:
  The May Department Stores Company-
    Convertible preferred stock                         $    -     $  722,860
    Common stock                                             -        539,061
  Commingled equity index fund                               -         81,872
  Short-term investments                                 2,602         57,842
  U.S. government securities                                 -         26,715
  Fixed income investments                                   -          5,802
                                                        ------     ----------
          Total investments                              2,602      1,434,152
 
OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts                            -              -
  Dividends and interest receivable                          -            936
  Receivable - withholdings of
    member contributions                                     -            606
  Member interfund transfers                                 -              -
                                                        ------     ----------
          Total assets                                   2,602      1,435,694
                                                        ------     ----------

           LIABILITIES

LIABILITIES:
  Notes payable                                              -        362,557 
  Accrued interest payable                                   -          5,085
  Net amount payable for
    investment security        
    transactions and other                               2,602          4,222
  Amounts payable for
    administrative expenses                                  -            830
                                                        ------     ----------
          Total liabilities                              2,602        372,694
                                                        ------     ----------  
NET ASSETS AVAILABLE FOR BENEFITS                       $    -     $1,063,000  
                                                        ======     ==========




            The accompanying notes are an integral part of this statement.










<PAGE>         






                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                        FOR THE YEAR ENDED DECEMBER 31, 1997
                                     (Thousands)

                                                                
                                                                
                                                 Nonparticipant Directed     
                                                     Investment Funds         
                                             --------------------------------
                                                ESOP Preference              
                                             ----------------------    May  
                                                           Member     Common 
                                             Unallocated  Allocated   Stock  
NET APPRECIATION IN FAIR VALUE OF
  INVESTMENTS                                 $ 54,699    $ 36,374   $ 19,360 
                                              --------    --------   --------
INVESTMENT INCOME:
  Dividends                                     18,862       6,863      3,860
  Interest                                           -           -         41
                                              --------    --------   --------
                                                18,862       6,863      3,901
                                              --------    --------   --------
CONTRIBUTIONS:
  Member                                             -           -          -
  Employer allocation                          (45,679)     45,679          -
  Employer ESOP contribution                    24,173           -          -
  Member interfund transfers                         -      (2,343)    (8,500)
                                              --------    --------   --------
                                               (21,506)     43,336     (8,500)
                                              --------    --------   --------
DEDUCTIONS:
  Member terminations and
    withdrawals                                      -      18,301     12,239
  Interest expense                              29,390           -          -
  Administrative expenses                            -           -        647
                                              --------    --------   --------
                                                29,390      18,301     12,886  
                                              --------    --------   --------
INCREASE IN NET ASSETS AVAILABLE
  FOR BENEFITS                                  22,665      68,272      1,875

NET ASSETS AVAILABLE FOR BENEFITS AT
  DECEMBER 31, 1996                            136,608     218,473    159,127 
                                              --------    --------   --------
NET ASSETS AVAILABLE FOR BENEFITS AT
  DECEMBER 31, 1997                           $159,273    $286,745   $161,002  
                                              ========    ========   ========



                            (Continued on following page)











<PAGE>         







                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                        FOR THE YEAR ENDED DECEMBER 31, 1997
                                     (Thousands)



                                     Participant Directed
                                       Investment Funds
                             ------------------------------------
                               May      Common             Fixed
                              Common    Stock     Money   Income
                              Stock     Index    Market    Index     Total   
NET APPRECIATION IN FAIR
  VALUE OF INVESTMENTS       $ 48,485  $ 26,852  $     -  $   494  $  186,264
                             --------  --------  -------  -------  ----------
INVESTMENT INCOME:
  Dividends                     9,621     1,879        -        -      41,085
  Interest                        101        53    3,263    2,322       5,780
                             --------  --------  -------  -------  ----------
                                9,722     1,932    3,263    2,322      46,865
                             --------  --------  -------  -------  ----------
CONTRIBUTIONS:
  Member                       44,921    16,784    7,678    5,900      75,283
  Employer allocation               -         -        -        -           -
  Employer ESOP contribution        -         -        -        -      24,173
  Member interfund transfers  (23,333)   12,298   19,922    1,956           -
                             --------  --------  -------  -------  ----------
                               21,588    29,082   27,600    7,856      99,456
                             --------  --------  -------  -------  ----------
DEDUCTIONS:
  Member terminations and
    withdrawals                44,558    12,102   17,445    4,905     109,550
  Interest expense                  -         -        -        -      29,390
  Administrative expenses       1,611       843      654      512       4,267
                             --------  --------  -------  -------  ----------
                               46,169    12,945   18,099    5,417     143,207
                             --------  --------  -------  -------  ----------
INCREASE IN NET ASSETS
  AVAILABLE FOR BENEFITS       33,626    44,921   12,764    5,255     189,378

NET ASSETS AVAILABLE FOR
  BENEFITS AT DECEMBER 31,
  1996                        383,026    82,415   49,841   33,510   1,063,000
                             --------  --------  -------  -------  ----------
NET ASSETS AVAILABLE FOR
  BENEFITS AT DECEMBER 31,
  1997                       $416,652  $127,336  $62,605  $38,765  $1,252,378
                             ========  ========  =======  =======  ==========



            The accompanying notes are an integral part of this statement.










<PAGE>         
                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                           NOTES TO FINANCIAL STATEMENTS

                            DECEMBER 31, 1997 AND 1996


1. DESCRIPTION OF THE PLAN:

The following description of The May Department Stores Company Profit Sharing
Plan (the "Plan") is provided for financial statement purposes only.  Members
should refer to the Plan document and the Summary Plan Description dated
May 1996, with updates, for more complete information.

General

The Plan is a defined contribution profit sharing plan.  The Plan covers
eligible associates of The May Department Stores Company, a Delaware
corporation ("May"), and its subsidiaries and affiliates who are members of
The May Department Stores Company Retirement Plan.  Participation is
voluntary.

Contributions

Plan members may contribute 1% to 15% of their annual pay as defined. 
Contributions may be made prior to federal and certain other income taxes
pursuant to Section 401(k) of the Internal Revenue Code.

The employer allocation is variable and discretionary.  Generally, the
employer allocation for each Plan year is determined by multiplying a base
matching rate times members' basic contributions (generally, contributions up
to 5% of pay each paycheck), reduced by forfeitures, one-third of annual
dividends with respect to the Employee Stock Ownership Plan ("ESOP")
Preference Shares, as defined, administrative expenses and excess ESOP
allocations from prior Plan years (to the extent such amounts have not been
previously used to reduce employer allocations for earlier Plan years).

The base matching rate is determined as follows:  In the event May has
earnings per share ("EPS") of its common stock for its most recent fiscal year
("current year") resulting in a 6.0% increase over the EPS for the fiscal year
immediately preceding the current year, the base matching rate will be 50%. 
For each percentage point increase over 6.0% or decrease below 6.0%, there is
a 1.25 percentage point increase in or decrease from the 50% base matching
rate.

ESOP Preference Shares allocated to associates' accounts through application
of the base matching rate formula are allocated at their original cost to the
Plan of $22.51 per common share equivalent ($24.74 per common share equivalent
before the Payless ShoeSource, Inc. "spin-off" in May 1996).  Because the ESOP
Preference Shares are convertible into May common stock, the ESOP Preference
Shares are worth more than original cost when the market value of May common
stock is higher than the original cost.  This market value of the employer
allocation (including supplemental contributions, if any), divided by
associates' matchable contributions, is the effective matching rate.

If the effective matching rate for a Plan year exceeds 100%, only ESOP
Preference Shares are used for the employer allocation and no May common
shares are contributed as a supplemental contribution.  The effective matching
rate is also limited to 2.5 times the base matching rate.  The base matching
rate formula may be adjusted at any time for unusual events including
discontinued operations, accounting changes, or items of extraordinary gain or
loss.









<PAGE>         
Investments

Members' contributions may be invested in any of four investment funds:

      May Common Stock Fund - For investment of contributions in May common
      stock.

      Money Market Fund - For investment of contributions in short-term (less
      than one year) obligations of high-quality issuers including banks,
      corporations, municipalities, the U.S. Treasury and other federal
      agencies.

      Common Stock Index Fund - For investment of contributions in a fund
      comprised proportionately of all the common stock of corporations that
      make up the Standard & Poor's 500 Composite Stock Price Index. 
      Investment mix is determined based on the relative market size of the
      500 corporations, with larger corporations making up a higher proportion
      of the fund than smaller corporations.

      Fixed Income Index Fund - For investment of contributions in corporate,
      U.S. Government, federal agency and certain foreign government
      securities that make up the Lehman Intermediate Government/Corporate
      Bond Index.  The securities that comprise this index have maturities
      ranging from one to 10 years, with an average of four years.  (The
      Lehman Intermediate Government/Corporate Bond Index represents the
      composite performance of intermediate-term, fixed income securities.)

At December 31, 1997, the nonparticipant directed May Common Stock and ESOP
Member Allocated Funds include approximately $59,893,000 and $64,231,000,
respectively, attributable to participants over the age of 55.  These amounts
can be transferred to other funds at the discretion of the participants.

Employer allocations and supplemental contributions are invested in the ESOP
Preference Fund and the May Common Stock Fund, respectively.  The employer
allocation to the Plan for the year ended December 31, 1997, will be made in
May 1998 and will be in the form of 38,387 ESOP Preference Shares.

ESOP Feature

In 1989, the Plan was amended and restated to add an ESOP feature and acquired
788,955 shares of convertible preferred stock of May (the "ESOP Preference
Shares").  Each ESOP Preference Share costs $507, has a guaranteed minimum
value of $507 and is convertible into 22.52498 shares of May common stock. 
The acquisition of the ESOP Preference Shares was financed with the proceeds
of a private placement to a group of institutional investors of an aggregate
$400 million principal amount (the "ESOP Loans") (see Note 4).

The ESOP Loans are guaranteed by The May Department Stores Company.  The
excess of the value of the unallocated ESOP Preference Shares over the
principal amount of guaranteed ESOP Loans and accrued interest payable is
reflected as Net Assets Available for Benefits in the Statement of Net Assets
Available for Benefits as of December 31, 1997 and 1996.

The ESOP Loans are repaid by the Plan from the following sources in the
following order:  (a) dividends from May on ESOP Preference Shares previously
allocated to members; (b) dividends from May on unallocated ESOP Preference
Shares; and (c) contributions by May.  During the term of the ESOP Loans, the
ESOP Preference Shares which have not been allocated to members' company
accounts serve as collateral for the ESOP Loans.

ESOP Preference Shares are initially held by the Plan in an Unallocated
account.  As ESOP Loans are repaid, ESOP Preference Shares are released to a
suspense account pending release to the members' company accounts in
satisfaction of the employer allocation.

If the guaranteed minimum value of the ESOP Preference Shares allocated to
members' company accounts as a result of the ESOP Loan payments (principal and
interest) for a year is less than the employer allocation, then May may make
"supplemental" contributions to the Plan to make up the difference, subject to
the 100% effective matching rate limitations described in Note 1. 
Supplemental contributions can be made in either shares of May common stock or
cash.


<PAGE>         
If the guaranteed minimum value of the ESOP Preference Shares released for
allocation to members' company accounts as a result of the ESOP Loan payments
is greater than the required employer allocation, any "excess" would be
applied to satisfy required employer allocations in future Plan years.

Vesting

The method of calculating vesting service is the elapsed time approach. 
Elapsed time is measured by calculating the time which has elapsed between the
member's hire date and retirement date/termination date (excluding certain
break-in-service periods).  Generally, Plan members are vested in company
accounts in accordance with the following schedule:

          Years of Vesting                  Vesting
               Service                     Percentage

          Less than 3 years                     0%
          3 years                              20%
          4 years                              40%
          5 years                              60%
          6 years                              80%
          7 years or more                     100%

Plan members are always fully vested in the value of their member accounts.

Payment of Benefits

Amounts in a member's account and the vested portion of a member's company
account may be distributed upon retirement, death, disability or termination
of employment.  Distributions from the May Common Stock Fund and ESOP
Preference Fund are made in shares of May common stock if the combined
distribution exceeds 100 shares.  All other distributions are generally made
in cash.  Transfers are made from the investment funds to the Distribution
account to fund the Plan's cash distributions.

Administration of Plan

The Plan is administered by a Committee consisting of at least five persons
appointed by May.  An Administrative Subcommittee has the general
responsibility for administration of the Plan and an Investment Subcommittee
establishes and monitors investment policies and activities.  The assets of
the Plan are held in a trust for which The Bank of New York is the Trustee.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Investments

Except for the ESOP Preference Fund, the Plan's investments are stated at fair
value, as determined by the Trustee, based on publicly stated price
information.

Each ESOP Preference Share is valued at the greater of (a) the guaranteed
minimum value (original cost) of $507 per share or (b) a conversion value
equal to the market price of May common stock multiplied by the conversion
rate for each ESOP Preference Share.  As of December 31, 1997 and 1996, the
ESOP Preference Shares were valued at their conversion values of $1,186.78 and
$1,053.04, respectively.

Federal Income Taxes

The Trust established under the Plan to hold the Plan's assets is qualified
pursuant to Sections 401(a), 401(k) and 4975(e)(7) of the Internal Revenue
Code and accordingly, the Trust's net investment income is exempt from income
taxes.  The Plan has received a favorable tax determination letter dated
December 13, 1994.  The Plan has been amended since receiving the
determination letter.  The Plan administration believes that the amendments do
not affect the tax-exempt status of the Plan.







<PAGE>
In a request filed under the Voluntary Compliance Resolution ("VCR") program,
May identified a nonexempt prohibited transaction.  In April 1997, May, in
conformance with a VCR Compliance Statement issued by the Internal Revenue
Service ("IRS"), corrected the transaction.  In September 1997, May filed
Forms 5330 and paid the applicable excise tax.  In December 1997, May received
notice that the IRS accepted the Forms 5330.

Employer allocations and contributions, member before-tax contributions and
the income of the Plan are not taxable to the members until distributions or
withdrawals are made.

Administrative Expenses

All administrative expenses (including the allocable portion of expenses for
data processing services, and salaries and benefits of employees providing
services to the Plan) are paid by the Plan.

Monthly Valuation of the Trust

The unit value of each investment fund is determined by dividing the month-end
market value of the particular investment fund by the total number of units
outstanding at month-end in all member accounts in such investment fund.  As
of each succeeding monthly valuation date, the unit value of each fund is
redetermined and account balances in each fund are adjusted as follows:

      (a) All payments made from an account (except for the ESOP Preference
          Fund) are valued based on the unit value at the month-end valuation
          date.  Payments from the ESOP Preference Fund are valued at the
          greater of the guaranteed minimum value (plus accrued dividends) or
          conversion value, as of the distribution date.

      (b) With respect to any dollar amount contributed during the month
          (except for the ESOP Preference Fund), an equivalent number of
          additional units are credited to the appropriate accounts in such
          investment fund based on the unit value at the month-end valuation
          date.  Allocations of ESOP Preference Shares are valued at the
          greater of the guaranteed minimum value (plus accrued dividends) or
          conversion value, as of the distribution date.

      (c) In the event that a member's employment is terminated and a portion
          of such member's company account has been forfeited, the forfeited
          units or ESOP Preference Shares shall be canceled as of the last
          day of the Plan year.  The dollar amount of such forfeited units or
          ESOP Preference Shares is reallocated among the remaining members
          of the Plan as of the last day of the Plan year in the same manner
          as the employer allocation for such year.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits and the
reported amounts of additions to and deductions from net assets available for
benefits during the year.  Actual results could differ from those estimates.





















<PAGE>         
3. INVESTMENTS:

The fair market value of the Plan's investments that represent 5% or more of
the Plan's Net Assets Available for Benefits as of December 31, 1997 and 1996,
are as follows (dollars in thousands):

                               December 31, 1997       December 31, 1996
                             ----------------------  ----------------------
                             Number of               Number of
                             Shares or               Shares or
                             Principal      Fair     Principal      Fair
                               Amount      Value       Amount      Value   
     The May Department
       Stores Company 7.5%
       ESOP Preference
       Stock:
         Unallocated            465,093  $  551,965     516,956  $  544,377
         Member allocated       203,387     241,377     169,492     178,483
                             ----------  ----------  ----------  ----------
                                668,480     793,342     686,448     722,860
                             ==========              ==========
     The May Department
       Stores Company
       Common Stock          10,933,100     576,038  11,530,716     539,061

     The Bank of New
       York Short-Term
       Investment Fund -
       Master Notes             $72,023      72,023     $57,842      57,842

     Chase Investors
       Commingled Equity
       Index Fund               131,291     124,796     112,782      81,872
                                         ----------              ----------
               Total                     $1,566,199              $1,401,635
                                         ==========              ========== 
                         

4. NOTES PAYABLE:

Notes payable as of December 31 consisted of the following (in thousands):

                                                     1997      1996  
     ESOP Notes Payable:
       Series A, 8.32%, due April 30, 2001         $138,365  $158,593
       Series B, 8.49%, due April 30, 2004          203,964   203,964
                                                   --------  --------
                                                   $342,329  $362,557
                                                   ========  ========

The scheduled principal payments for the Series A ESOP Note for the remaining
four years are as follows:  1998 - $25,385,000; 1999 - $31,118,000; 2000 -
$37,354,000; and 2001 - $44,508,000.  Principal payments on the Series B ESOP
Note begin in 2002 with a payment of $52,317,000.  As of December 31, 1997 and
1996, the total fair value of the ESOP Notes was approximately $402,988,000
and $430,341,000, respectively.


















<PAGE>         
5. RECONCILIATION TO FORM 5500:

As of December 31, 1997 and 1996, the Plan had approximately $19,127,000 and
$13,523,000, respectively, of pending distributions to participants.  These
amounts are included in Net Assets Available for Benefits.  For reporting on
the Plan's Form 5500, these amounts will be classified as Benefit Claims
Payable with a corresponding reduction in Net Assets Available for Benefits. 
The following table reconciles the financial statements to the Form 5500 which
will be filed by the Plan for the Plan year ended December 31, 1997
(thousands):

                                                                  Net Assets
                                            Benefits              Available 
                                           Payable to   Benefits     for
                                          Participants    Paid     Benefits 

     Per financial statements               $     -     $109,550  $1,252,378
     Pending benefit distributions -
       December 31, 1997                     19,127       19,127     (19,127)
     Pending benefit distributions - 
       December 31, 1996                          -      (13,523)          -
                                            -------     --------  ----------
               Per Form 5500                $19,127     $115,154  $1,233,251
                                            =======     ========  ==========

6. DISTRIBUTION OF ASSETS UPON TERMINATION OF THE PLAN:

May reserves the right to terminate the Plan, in whole or in part, at any
time.  If an employer shall cease to be a participating employer in the Plan,
the accounts of the members of the withdrawing employer shall be revalued as
if such withdrawal date were a valuation date.  The Plan Committee is then to
direct the Trustee either to distribute the accounts of the members of the
withdrawing employer as of the date of such withdrawal on the same basis as if
the Plan had been terminated, or to deposit in a trust established by the
withdrawing employer, pursuant to a plan substantially similar to the Plan,
assets equal in value to the assets allocable to the accounts of the members
of the withdrawing employer.

If the Plan is terminated at any time or contributions are completely
discontinued and May determines that the Trust shall be terminated, the
members' company accounts shall become fully vested and nonforfeitable, all
accounts shall be revalued as if the termination date were a valuation date
and such accounts shall be distributed to members.

If the Plan is terminated or contributions completely discontinued but May
determines that the Trust shall be continued pursuant to the terms of the
Trust agreement, no further contributions shall be made by members or the
employer and the members' company accounts shall become fully vested, but the
Trust shall be administered as though the Plan were otherwise in effect.

























<PAGE>         
                                                                 SCHEDULE I
       




                       THE MAY DEPARTMENT STORES COMPANY

                              PROFIT SHARING PLAN

                            EMPLOYER #:  43-1104396

                                  PLAN #:  003

          ITEM 27(a):  SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                               DECEMBER 31, 1997

                                                 (c)         
                                              Number of       
                                              Shares or                (e)
                      (b)                     Principal     (d)        Fair
(a)            Identity of Issue               Amount       Cost      Value   
                                                              (Thousands)   
   
    ESOP PREFERENCE FUND

 *  The May Department Stores Company 7.5%
      ESOP Preference Stock:   
        Unallocated                              465,093  $235,802  $  551,965
        Allocated                                203,387   103,117     241,377
                                                          --------  ----------
              ESOP Preference Fund Total                  $338,919  $  793,342
                                                          ========  ==========
    MAY COMMON STOCK FUND

 *  The May Department Stores Company
      Common stock                            10,933,100  $256,492  $  576,038
 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $ 2,169,256     2,169       2,169
                                                          --------  ----------
              May Common Stock Fund Total                 $258,661  $  578,207
                                                          ========  ==========
 
    COMMON STOCK INDEX FUND
    
    Chase Investors Commingled Equity
      Index Fund                                 131,291  $ 69,507  $  124,796
 *  The Bank of New York Short-Term
      Investment Fund- Master notes          $   329,823       330         330
                                                          --------  ----------
              Common Stock Index Fund Total               $ 69,837  $  125,126
                                                          ========  ==========

    MONEY MARKET FUND

 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $63,907,947  $ 63,908  $   63,908
                                                          ========  ==========
 
    FIXED INCOME INDEX FUND
 
 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $ 1,191,272  $  1,191  $    1,191
                                                          --------  ----------




 *  Also a party-in-interest.




<PAGE>         
                                                                 SCHEDULE I
                                                                 (Continued)

                                                         
                                                     
                                                 (c)                   (e)
                      (b)                     Principal      (d)       Fair
(a)            Identity of Issue               Amount       Cost      Value   
                                                              (Thousands)   

    FIXED INCOME INDEX FUND (Continued)

    U.S. Government Securities
    U.S. Treasury Notes:
      6.625%, due 05/15/07                   $1,200,000   $  1,226  $    1,270
      5.125%, due 12/31/98                    1,200,000      1,178       1,195
      7.875%, due 11/15/04                    1,000,000      1,110       1,118
      13.75%, due 08/15/04                      525,000        810         752
      5.5%,   due 04/15/00                    3,000,000      2,877       2,988
      6.75%,  due 06/30/99                    5,800,000      5,860       5,890
      6.125%, due 12/31/01                    1,500,000      1,499       1,520
      7.75%,  due 01/31/00                    1,000,000      1,036       1,040
      5.875%, due 02/15/04                    1,300,000      1,253       1,311
      5.25%,  due 01/31/01                    2,300,000      2,265       2,272
      6.875%, due 05/15/06                    1,750,000      1,796       1,872
      6.375%, due 08/15/02                    3,150,000      3,193       3,231
      8.75%,  due 08/15/00                      700,000        829         751
                                                          --------  ----------
              Total U.S. treasury notes                     24,932      25,210 
                                                          --------  ----------
    U.S. Government Agency Securities:
      Federal Home Loan Bank Consumer Bonds-
        6.12%, due 1/24/01                      350,000        350         348
        6.79%, due 2/5/02                       300,000        301         300
      Federal Home Loan Mortgage Corp.-
        6.22%, due 3/24/03                      200,000        181         203
      Federal National Mortgage Assoc.
        Securities-
          8.35%, due 11/10/99                   525,000        544         540
          Debentures-
            7.65%, due 3/10/05                  260,000        268         285
          Medium Term Notes-
            6.41%, due 3/8/06                   400,000        402         408
            6.69%, due 8/7/01                   400,000        402         411
      Tennessee Valley Authority, Power
        Bond 1992 Series F, 6.875%, due
        8/1/02                                  250,000        258         253
      SLMA Med. Term Notes, 6.58%, due
        1/2/02                                  400,000        399         409
                                                          --------  ----------
              Total U.S. government agency
                securities                                   3,105       3,157
                                                          --------  ----------
              Total U.S. government
                securities                                  28,037      28,367
                                                          --------  ----------


















<PAGE>         
                                                                 SCHEDULE I
                                                                 (Continued)


                                                 (c)                   (e)
                      (b)                     Principal      (d)       Fair
(a)            Identity of Issue               Amount       Cost      Value   
                                                              (Thousands)   

    FIXED INCOME INDEX FUND (Continued)

    Fixed Income Investments
    Bank Corporate Bonds:
      Bank America Corp., 7.75%, due
        7/15/02                              $  300,000   $    306  $      317
      Republic NY Corp., 7.25%, due 7/15/02     100,000         98         104
      NCNB Corp., 9.125%, due 10/15/01          268,000        306         293
                                                          --------  ----------
              Total bank corporate bonds                       710         714
                                                          --------  ----------
    Finance and Insurance Corporate Bonds:
      American Express Co., 8.5%, due
        8/15/01                                 200,000        201         214
      Corestates Cap. Corp., 5.75%, due
        1/15/01                                 400,000        388         396
      Ford Motor Credit Co., 6.25%, due
        2/26/98                                 400,000        405         400
      ABN-AMRO Bank, 6.625%, due 10/31/01       300,000        300         304
      General Electric Capital Corp.,
        8.85%, due 4/1/05                       300,000        364         345
      Grace WRT Co., 8.00%, due 8/15/04         500,000        519         541
      Simon Debartolo Group, 6.875%, due
        11/15/06                                500,000        498         504
      Travelers/Aetna Property Casualty
        Corp., 6.75%, due 4/15/01               300,000        301         304
      Lasmo USA Inc., 6.75%, due 12/15/07       400,000        399         404
      US West Cap FDG Inc., 6.85%, due
        1/15/02                                 400,000        400         404
                                                          --------  ----------
              Total finance and insurance
                corporate bonds                              3,775       3,816
                                                          --------  ----------
    Industrial Corporate Bonds:
      Coca Cola Co., 7.875%, due 9/15/98        200,000        204         202
      Eli Lilly & Co., 8.125%, due 12/1/01      200,000        199         213
      General Motors Corp., 7.10%, due
        3/15/06                                 300,000        303         313
      Philip Morris Co., Inc., 8.625%, due
        3/1/99                                  250,000        248         257
      Lockhead Martin Corp., 6.85%, due
        5/15/01                                 400,000        400         407
      Hercules, Inc., 6.15%, due 8/1/00         400,000        400         400
      Raytheon Co., 6.75%, due 8/15/07          300,000        299         306
                                                          --------  ----------
              Total industrial corporate
                bonds                                        2,053       2,098
                                                          --------  ----------
    Oil Corporate Bonds:
      Tenneco, Inc., 7.875%, due 10/1/02        250,000        248         265
      El Paso Nat. Gas Co., 6.75%, due
        11/15/03                                300,000        305         306
                                                          --------  ----------
              Total oil corporate bonds                        553         571
                                                          --------  ----------
    Utilities Corporate Bonds:
      Duke Power Co., 1st & Refunding
        Mortgage Note, 7%, due 6/1/00           195,000        203         199
      Enron Corp., 9.5%, due 6/15/01            100,000        110         110
      Enron Corp., 6.50%, due 8/1/02            300,000        298         301
                                                          --------  ---------- 
              Total utilities corporate
                bonds                                          611         610
                                                          --------  ----------

<PAGE>         
                                                                 SCHEDULE I
                                                                 (Continued)





                                                 (c)                   (e)
                      (b)                     Principal      (d)       Fair
(a)            Identity of Issue               Amount       Cost      Value   
                                                              (Thousands)   

    FIXED INCOME INDEX FUND (Continued)

    Asset Backed Securities:
      California Infrastructure, 6.32%, due
        9/25/05                              $  400,000   $    403  $      402
                                                          --------  ----------
                                                               403         402
                                                          --------  ----------
    Foreign Obligations:
      Finland Rep NT, 7.875%, due 7/28/04       225,000        229         247
      Hydro-Quebec Debenture, Series IF,
        7.375%, due 2/1/03                      150,000        161         157
      Province of Ontario, Canada
        Debenture, 8%, due 10/17/01             150,000        150         159
      Province of Ontario, Canada
        Debenture, 7.375%, due 1/27/03          400,000        415         422
                                                          --------  ----------
              Total foreign obligations                        955         985
                                                          --------  ----------
              Total fixed income investments                 9,060       9,196
                                                          --------  ----------
              Fixed Income Index Fund Total               $ 38,288  $   38,754
                                                          ========  ==========
    DISTRIBUTION ACCOUNT

 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $4,424,481   $  4,425  $    4,425
                                                          ========  ==========
    TOTAL ASSETS HELD FOR INVESTMENT
      PURPOSES AT DECEMBER 31, 1997                       $774,038  $1,603,762
                                                          ========  ==========


























*  Also a party-in-interest.




<PAGE>         
                                                                 SCHEDULE II











                        THE MAY DEPARTMENT STORES COMPANY

                               PROFIT SHARING PLAN


                 ITEM 27(d):  SCHEDULE OF REPORTABLE TRANSACTIONS

                       FOR THE YEAR ENDED DECEMBER 31, 1997
                    (Thousands, except number of transactions)



                            Purchases                     Sales
                         ----------------  -----------------------------------
                         No. of            No. of             Sales    Gain or
                         Trans.    Cost    Trans.    Cost     Price    (Loss) 
The Bank of New York
  Short-Term Investment
  Fund-Master Notes (1)   418    $134,049   309    $121,690  $121,690  $    - 
The May Department
  Stores Company
  Common Stock (1) (2)     58      27,027    44      53,491    57,895   4,404 




                                



(1) Also a party-in-interest.
(2) Includes conversion of ESOP Preference Shares.





<PAGE>
<PAGE>
                                                             EXHIBIT






                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report on The May Department Stores Company Profit Sharing Plan financial
statements included in this Form 11-K, into the Company's previously filed
Registration Statement on Form S-8 File No. 333-00957.



ARTHUR ANDERSEN LLP


St. Louis, Missouri,
April 22, 1998