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                                 UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                    FORM 10-K/A
(Mark one)
[X]                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2004
                                     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)

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

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange
         Title of each class                            on which registered
Common Stock, par value $.50 per share                New York Stock Exchange
    Preferred stock purchase rights                   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

                               (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

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

Aggregate market value of the registrant's common stock held by non-affiliates
as of March 1, 2004:  $10,487,233,644

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:  290,047,907 shares of common
stock, $.50 par value, as of March 1, 2004.



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                            EXPLANATORY NOTE

This Form 10-K/A amends the Form 10-K filed on March 26, 2004 for the fiscal
year ended January 31, 2004. We are filing this Form 10-K/A solely to amend
Item 9A of Part II of our original Form 10-K.  All other portions of our
original Form 10-K filing remain unchanged.


                                  PART II

Item 9A - Controls and Procedures.

As of the end of the period covered by this Annual Report on Form 10-K, 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-15(e) and 15d-15(e)
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 changes in our internal controls or in other factors that
could materially affect these controls subsequent to the date the controls
were evaluated.



                                 PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(3) Exhibits

       31.1 -  Certification Pursuant to Exchange Act 13a-15(e) and 15d-15(e)
       31.2 -  Certification Pursuant to Exchange Act 13a-15(e) and 15d-15(e)






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                                  SIGNATURES

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

                                          THE MAY DEPARTMENT STORES COMPANY
                                                   (Registrant)

Date:  October 28, 2004
                                         /s/      Thomas D. Fingleton
                                                  Thomas D. Fingleton
                                             Executive Vice President and
                                                Chief Financial Officer




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                                                                   Exhibit 31.1

                                   CERTIFICATION


I, Eugene S. Kahn, certify that:

1.    I have reviewed this annual report on Form 10-K/A 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:  October 28, 2004                      /s/ Eugene S. Kahn
                                                 Eugene S. Kahn
                                                 Chairman of the Board and
                                                 Chief Executive Officer



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                                                                   Exhibit 31.2

                                   CERTIFICATION


I, Thomas D. Fingleton, certify that:

1.    I have reviewed this annual report on Form 10-K/A 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:  October 28, 2004                        /s/ Thomas D. Fingleton
                                                   Thomas D. Fingleton
                                                   Executive Vice President and
                                                   Chief Financial Officer