UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                FORM 10-K

  X            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended January 31, 1998

             TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from  ________  to  _________

                     Commission File Number 1-3339
                     MERCANTILE STORES COMPANY, INC.
         (Exact name of registrant as specified in its charter)

                                Delaware
               (State or other jurisdiction of incorporation)   

                                51-0032941
                    (I.R.S. Employer Identification No.)

       9450 Seward Road Fairfield, Ohio                        45014
(Address of principal executive offices)                    (Zip Code)

 Registrant's telephone number, including area code:         (513) 881-8000

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

                                                 Name of each exchange on
               Title of each class                     which registered
               ___________________               _________________________
        Common stock $ .14 2/3 par value        The New York Stock Exchange

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

Indicate by check mark whether the registrant  (1) has filed all reports 
required to be filed by section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.

                                              Yes  X          No  

Indicate 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 the 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 ]

The aggregate market value of the Company's voting stock held by 
non-affiliates based on the closing price on the New York Stock Exchange 
at April 20, 1998 was $1,506,355,740.

The number of shares outstanding of the registrant's common stock, 
$ .14 2/3 par value was 36,748,550 at April 23, 1998.

                   DOCUMENTS INCORPORATED BY REFERENCE

1.  Portions of Registrant's 1997 Annual Report to Stockholders are 
    incorporated into Parts I and II.

2.  Portions of Registrant's Proxy Statement, dated April 24, 1998, 
    relating to the Annual Meeting of Stockholders to be held on 
    May 27, 1998 filed pursuant to Regulation 14A, are incorporated 
    by reference into Part III of this Form 10-K.

                                  - 1 -
<PAGE>

                                 PART I

Item 1.    Business.

Mercantile Stores Company, Inc.  ("Company" or "Registrant") was incorporated 
under the laws of the State of Delaware on January 10, 1919.  The Company is 
listed on the New York Stock Exchange (NYSE designation of MST) and is engaged
in general merchandise department store retailing.

The Company's business is highly competitive.  The Company's retailing 
strategy is to cater to middle and upper income customers by carrying wide 
assortments of national brand items and goods sold under the Company's private
labels, with emphasis on apparel, accessories and fashion home products.  
Its stores compete with other national, regional and local retail 
establishments, including department stores, mass merchants, specialty stores 
and discount stores which carry similar lines of merchandise.  The Company's 
competitive methodology focuses on value, customer service, fashion, selection,
marketing and store location.

The retail business is highly seasonal.  The fourth quarter, which includes 
the Christmas season, is the most significant selling period.  For the year 
ended January 31, 1998, the fourth quarter accounted for approximately 32% of
consolidated retail sales and 56% of consolidated net income.

The Company regularly employs, on a full or part-time basis, an average of 
approximately 34,200 associates, of which approximately 19,500 are considered 
full-time equivalents.

The following portions from the Registrant's Annual Report to Stockholders for
the fiscal year ended January 31, 1998 are incorporated herein by reference: 
Financial Highlights (page 1); Management's Discussion and Analysis 
(pages 5-8); Note 1 (pages 15-16) and Note 2 (page 16) of Notes to 
Consolidated Financial Statements; Five-Year Selected Financial Data 
(pages 24-25); Store Divisions and Locations (pages 26-27).

Item 2.    Properties.

The Company's typical store averages 170,000 square feet.  These stores are 
located in seventeen different states and operate under thirteen different 
names.  The following table summarizes the property ownership and applicable
square footage of the 102 department stores and 16 home fashion stores 
operated by the Company as of January 31, 1998:

                                           Home   
                         Department       Fashion      Square
                           Stores          Units       Footage

   Owned Stores              61              2        9,932,508
   Leased Stores             41             14        7,397,998
                         ________        ________    __________
           Total            102             16       17,330,506

Management's Discussion and Analysis (pages 5-8), Note 1 (pages 15-16) of 
Notes to Consolidated Financial Statements and Store Divisions and Locations 
(pages 26-27) from the Registrant's Annual Report to Stockholders for the 
fiscal year ended January 31, 1998 are incorporated herein by reference.

                                  - 2 -

<PAGE>

Item 3.    Legal Proceedings.

None.

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

None.

                                 PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder 
           Matters.

Market and Dividend Information (page 9) and Stockholder Information 
(inside back cover) from the Registrant's Annual Report to Stockholders 
for the fiscal year ended January 31, 1998 are incorporated herein by 
reference.

Item 6.    Selected Financial Data.

The Five-Year Selected Financial Data (pages 24-25) and Notes to Consolidated 
Financial Statements (pages 15-22) from the Registrant's Annual Report to 
Stockholders for the fiscal year ended January 31, 1998 are incorporated
herein by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and 
           Results of Operations.

Management's Discussion and Analysis (pages 5-8) from the Registrant's Annual 
Report to Stockholders for the fiscal year ended January 31, 1998 are 
incorporated herein by reference.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8.    Financial Statements and Supplementary Data.

The Consolidated Financial Statements (pages 11-14), Notes to Consolidated 
Financial Statements (pages 15-22), Report of Independent Public Accountants 
(page 10) and Quarterly Results (page 23) from the Registrant's Annual Report 
to Stockholders for the fiscal year ended January 31, 1998 are incorporated 
herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and 
           Financial Disclosures.

None.
                                  - 3 -

<PAGE>

                                PART III

Item 10.   Directors and Executive Officers of the Registrant.

The information set forth under the captions "Election of Directors", 
"Stock Ownership of Management", "Other Executive Officers" and "Section 16(a)
Beneficial Ownership Reporting Compliance" included in the Registrant's
definitive Proxy Statement, dated April 24, 1998, relating to the Annual 
Meeting of Stockholders to be held on May 27, 1998 and filed pursuant to 
Regulation 14A, is incorporated herein by reference.

Item 11.   Executive Compensation.

The information set forth under the caption "Management Remuneration", 
included in the Registrant's definitive Proxy Statement, dated April 24, 1998,
relating to the Annual Meeting of Stockholders to be held on May 27, 1998
and filed pursuant to Regulation 14A, is incorporated herein by reference.  
Notwithstanding the foregoing, the information set forth under the captions 
"Report of the Compensation Committee" and "Performance Graph" in said Proxy
Statement, is not incorporated herein by reference or in any other filing of 
the Registrant.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The information set forth under the captions "Stock Ownership of Management" 
and "Stock Ownership of Certain Beneficial Owners" included in the Registrant's
definitive Proxy Statement, dated April 24, 1998, relating to the Annual 
Meeting of Stockholders to be held on May 27, 1998 and filed pursuant to 
Regulation 14A, is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions.

The information set forth under the caption "Transactions with Management and 
Others" included in the Registrant's definitive Proxy Statement, dated 
April 24, 1998, relating to the Annual Meeting of Stockholders to be held on 
May 27, 1998 and filed pursuant to Regulation 14A, is incorporated herein by 
reference.

                                  - 4 -

<PAGE>

                                 PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.

A.   1.  The following Consolidated Financial Statements of Mercantile 
         Stores Company, Inc., Notes to Consolidated Financial Statements 
         and Report of Independent Public Accountants, from the Registrant's 
         Annual Report to Stockholders for the fiscal year ended 
         January 31, 1998 are incorporated herein by reference:

        (a)   Statements of Consolidated Income and Retained Earnings for 
              the fiscal years ended January 31, 1998, February 1, 1997 
              and February 3, 1996 - page 11.

        (b)   Consolidated Balance Sheets as of January 31, 1998 and 
              February 1, 1997 - pages 12 and 13.

        (c)   Statements of Consolidated Cash Flows for the fiscal years 
              ended January 31, 1998, February 1, 1997 and February 3, 1996 
              - page 14.

        (d)   Notes to Consolidated Financial Statements - pages 15-22.

        (e)   Report of Independent Public Accountants,  page - 10.


     2.  Financial Statement Schedules of the Registrant and Consolidated 
         Subsidiaries included herein:

        (a)   Report of Independent Public Accountants on the schedule 
              listed below.

        (b)   Schedule II -  Valuation and Qualifying Accounts


All other schedules have been omitted as they are inapplicable or the 
information required is shown in the Consolidated Financial Statements 
or the Notes thereto.

                                  - 5 -

<PAGE>


     3.  Exhibits:

        (3a) - The Restated Certificate of Incorporation of Mercantile Stores 
               Company, Inc., as amended, is incorporated herein by reference 
               from the Registrant's Form 10-K for the fiscal year ended
               January 31, 1989.

        (3b) - The Registrant's Bylaws, as amended, are incorporated herein 
               by reference from the Registrant's Form 10-K for the fiscal 
               year ended January 31, 1989.

         (4) - The Indenture agreement between Mercantile Stores Company, 
               Inc. and The Fifth Third Bank, as Trustee, dated as of 
               July 1, 1992, is incorporated herein by reference from 
               Registration Statement No.33-50604, Exhibit 4.1.

   *  (10.a) - The Form of Severance Protection Agreement, dated as of 
               May 1, 1995, between David L. Nichols and the Company, is 
               incorporated herein by reference from the Registrant's 
               Form 10-K for the fiscal year ended February 3, 1996.

   *  (10.b) - The Form of Severance Protection Agreement, dated as of 
               May 1, 1995, between the Company and each of James M. McVicker 
               and Randolph L. Burnette and, dated as of April 1, 1997,
               between the Company and each of Kathryn M. Muldowney and 
               Louis L. Ripley,  is incorporated herein by reference from the
               Registrant's Form 10-K for the fiscal year ended 
               February 3, 1996.

   *  (10.c) - Mercantile Stores Company, Inc. 1996 Stock Option Plan.

        (13) - The Registrant's Annual Report to Stockholders for the 
               fiscal year ended January 31, 1998.

        (21) - A listing of the subsidiaries of the Registrant.

        (23) - Consent of Independent Public Accountants.

        (24) - Power of Attorney.

        (27) - Financial Data Schedule.

         ______________________________________________________

   *  -  Management contract or compensatory plan.

                                  - 6 -

<PAGE>


B.   No reports on Form 8-K have been filed during the fourth quarter of the 
     fiscal year ended January 31, 1998.


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.



                              MERCANTILE STORES COMPANY, INC.
                                        (Registrant)



                              BY:      s/ David L. Nichols
                              ____________________________________ 
                                        David L. Nichols
                                      Chairman of the Board


Date: April 23, 1998.


                                  - 7 -

<PAGE>


Pursuant to the requirements of the Securities and Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated:


    s/ David L. Nichols
       David L. Nichols                              * Lawrence R. Pugh
     (Chairman of the Board)                              (Director)
  As Principal Executive Officer

     s/ James M. McVicker
        James M. McVicker                            * Gerrish H. Milliken
      (Senior Vice President and                          (Director)
        Chief Financial Officer)



     * John A. Herdeg                                * Minot K. Milliken
        (Director)                                        (Director)



     * Roger K. Smith                                * Roger Milliken
        (Director)                                        (Director)



     * Francis G. Rodgers                            * H. Keith H. Brodie, MD
        (Director)                                        (Director)



     * Thomas J. Malone
        (Director)


*BY:   s/ David L. Nichols
____________________________________
        David L. Nichols

Date:    April 23, 1998

An original Power of Attorney authorizing David L. Nichols, James M. McVicker
and William A. Carr and each of them to sign this report hereto as Attorneys
for Directors of the Registrant is being filed concurrently with the Securities
and Exchange Commission.

                                  - 8 -

<PAGE>

                  Report of Independent Public Accounts

     To the Stockholders and Board of Directors of
     Mercantile Stores Company, Inc.:

     We have audited, in accordance with generally accepted auditing 
     standards, the consolidated financial statements included in Mercantile 
     Stores Company, Inc.'s annual report to stockholders incorporated by 
     reference in this Form 10-K, and have issued our report thereon dated 
     April 3, 1998.  Our audit was made for the purpose of forming an opinion 
     on those statements taken as a whole.  The schedule listed under Part IV,
     Item 14(A)(2)(b) is the responsibility of the Company's management and 
     is presented for purposes of complying with the Securities and Exchange 
     Commission's rules and is not a part of the basic financial statements. 
     This schedule has been subjected to the auditing procedures applied in 
     the audit of the basic financial statements and, in our opinion, fairly 
     states in all material respects the financial data required to be set 
     forth therein in relation to the basic financial statements taken as a 
     whole.






     Cincinnati, Ohio                                    ARTHUR ANDERSEN LLP
     April 3, 1998

                                  - 9 -

<PAGE>
<TABLE>

                     MERCANTILE STORES COMPANY, INC.
                               SCHEDULE II
                    VALUATION AND QUALIFYING ACCOUNTS
                             (in thousands)
<CAPTION>

     Column A            Column B        Column C - Additions         Column D       Column E
                         Balance at     Charged to     Charged to     Deductions     Balance at
                         beginning      costs and       other         write offs net     end of
Description              of period       expenses      accounts       of recoveries     period

<S>                      <C>           <C>           <C>              <C>            <C>
Allowance for
 Doubtful Accounts:

Year Ended 
  January 31, 1998       $16,425        $19,541           $0           $17,888        $18,078


Year Ended 
  February 1, 1997       $16,499        $16,817           $0           $16,891        $16,425


Year Ended 
  February 3, 1996       $ 3,100        $20,282           $0           $ 6,883         $16,499

                                  - 10 -
</TABLE>
<PAGE>