<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, 1998


       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, 1998                              4       
       Statement of Net Assets Available for
         Benefits - December 31, 1997                              7
       Statement of Changes in Net Assets
         Available for Benefits for the Year 
         Ended December 31, 1998                                  10
     
     Notes to Financial Statements -
       December 31, 1998 and 1997                                 12

     Schedule I - Item 27(a): Schedule of Assets 
       Held for Investment Purposes - 
       December 31, 1998                                          18

     Schedule II - Item 27(d): Schedule of 
       Reportable Transactions for the Year 
       Ended December 31, 1998                                    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 21, 1999             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, 1998 and 1997, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998.  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, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, 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,
  March 19, 1999










<PAGE>
                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                 DECEMBER 31, 1998
                      (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               $558,434    $322,703   $      -  
    Common stock                                     -           -    165,401
  Commingled equity index fund                       -           -          -  
  Short-term investments                             -           -        443
  U.S. government securities                         -           -          -
  Fixed income investments                           -           -          -
                                              --------    --------   --------
          Total investments                    558,434     322,703    165,844

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts              (53,934)     53,934          -
  Dividends and interest receivable                  -           -          3
  Receivable - withholdings of
    member contributions                             -           -          -
  Member interfund transfers                         -        (314)      (379)
                                              --------    --------   --------
          Total assets                         504,500     376,323    165,468
                                              --------    --------   --------  

             LIABILITIES

LIABILITIES:
  Notes payable                                316,944           -          -
  Accrued interest payable                       4,453           -          -
  Net amount (receivable) payable for
    investment securities transactions
    and other                                        -           -          -
  Amounts payable for
    administrative expenses                          -           -        172
                                              --------    --------   --------
          Total liabilities                    321,397           -        172
                                              --------    --------   --------
NET ASSETS AVAILABLE FOR BENEFITS             $183,103    $376,323   $165,296  
                                              ========    ========   ========

NUMBER OF UNITS AT DECEMBER 31, 1998                                    2,652  
                                                                     ========

VALUE PER UNIT AT DECEMBER 31, 1998                                  $  62.34
                                                                     ========



                            (Continued on following page)






<PAGE>
                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                 DECEMBER 31, 1998
                      (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                          465,418         -        -        -
  Commingled equity index fund                  -   171,212        -        -  
  Short-term investments                    1,248     1,039   60,591      878
  U.S. government securities                    -         -        -   32,801
  Fixed income investments                      -         -        -   11,731
                                         --------  --------  -------  -------
          Total investments               466,666   172,251   60,591   45,410

OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts               -         6       (4)      (2)
  Dividends and interest receivable             9         4      275      781
  Receivable - withholdings of
    member contributions                    1,307       582      224      182
  Member interfund transfers               (1,069)      599      821      342 
                                         --------  --------  -------  -------
          Total assets                    466,913   173,442   61,907   46,713
                                         --------  --------  -------  -------

          LIABILITIES

LIABILITIES:
  Notes payable                                 -         -        -        -
  Accrued interest payable                      -         -        -        -
  Net amount (receivable) payable for
    investment securities transactions
    and other                                   -      (454)       -      533
  Amounts payable for
    administrative expenses                   484       345      238      200
                                         --------  --------  -------  -------
          Total liabilities                   484      (109)     238      733
                                         --------  --------  -------  -------
NET ASSETS AVAILABLE FOR BENEFITS        $466,429  $173,551  $61,669  $45,980
                                         ========  ========  =======  =======

NUMBER OF UNITS AT DECEMBER 31, 1998        7,482    32,932   36,276   22,429
                                         ========  ========  =======  =======

VALUE PER UNIT AT DECEMBER 31, 1998      $  62.34  $   5.27  $  1.70  $  2.05
                                         ========  ========  =======  =======



                            (Continued on following page)








<PAGE>
                        THE MAY DEPARTMENT STORES COMPANY

                                PROFIT SHARING PLAN


                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                 DECEMBER 31, 1998
                     (Thousands, except per unit information)



                                                     Distribution
              ASSETS                                   Account       Total   

INVESTMENTS, at fair value:
  The May Department Stores Company-
    Convertible preferred stock                         $    -     $  881,137
    Common stock                                             -        630,819
  Commingled equity index fund                               -        171,212
  Short-term investments                                 4,217         68,416
  U.S. government securities                                 -         32,801
  Fixed income investments                                   -         11,731
                                                        ------     ----------
          Total investments                              4,217      1,796,116
 
OTHER ASSETS:
  Receivable (payable) for
    allocation to member accounts                            -              -
  Dividends and interest receivable                          -          1,072
  Receivable - withholdings of
    member contributions                                     -          2,295
  Member interfund transfers                                 -              -
                                                        ------     ----------
          Total assets                                   4,217      1,799,483
                                                        ------     ----------

           LIABILITIES

LIABILITIES:
  Notes payable                                              -        316,944 
  Accrued interest payable                                   -          4,453
  Net amount (receivable) payable for 
    investment securities transactions
    and other                                            4,217          4,296
  Amounts payable for
    administrative expenses                                  -          1,439
                                                        ------     ----------
          Total liabilities                              4,217        327,132
                                                        ------     ----------  
NET ASSETS AVAILABLE FOR BENEFITS                       $    -     $1,472,351  
                                                        ======     ==========




            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, 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 CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                        FOR THE YEAR ENDED DECEMBER 31, 1998
                                     (Thousands)

                                                                
                                                                
                                                 Nonparticipant Directed     
                                                     Investment Funds         
                                             --------------------------------
                                                ESOP Preference              
                                             ----------------------    May  
                                                           Member     Common 
                                             Unallocated  Allocated   Stock  
NET APPRECIATION IN FAIR VALUE OF
  INVESTMENTS                                 $ 60,203    $ 55,938   $ 22,814 
                                              --------    --------   --------
INVESTMENT INCOME:
  Dividends                                     16,871       8,092      3,654
  Interest                                           -           -         40
                                              --------    --------   --------
                                                16,871       8,092      3,694
                                              --------    --------   --------
CONTRIBUTIONS:
  Member                                             -           -          -
  Employer allocation                          (54,018)     54,018          -
  Employer ESOP contribution                    28,195           -          -
  Member interfund transfers                         -      (3,110)    (5,068)
                                              --------    --------   --------
                                               (25,823)     50,908     (5,068)
                                              --------    --------   --------
DEDUCTIONS:
  Member terminations and
    withdrawals                                      -      25,360     16,565
  Interest expense                              27,421           -          -
  Administrative expenses                            -           -        581
                                              --------    --------   --------
                                                27,421      25,360     17,146  
                                              --------    --------   --------
INCREASE IN NET ASSETS AVAILABLE
  FOR BENEFITS                                  23,830      89,578      4,294

NET ASSETS AVAILABLE FOR BENEFITS AT
  DECEMBER 31, 1997                            159,273     286,745    161,002 
                                              --------    --------   --------
NET ASSETS AVAILABLE FOR BENEFITS AT
  DECEMBER 31, 1998                           $183,103    $376,323   $165,296  
                                              ========    ========   ========



                            (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, 1998
                                     (Thousands)



                                     Participant Directed
                                       Investment Funds
                             ------------------------------------
                               May      Common             Fixed
                              Common    Stock     Money   Income
                              Stock     Index    Market    Index     Total   
NET APPRECIATION IN FAIR
  VALUE OF INVESTMENTS       $ 60,577  $ 34,932  $     -  $   924  $  235,388
                             --------  --------  -------  -------  ----------
INVESTMENT INCOME:
  Dividends                     9,829     2,100        -        -      40,546
  Interest                        104        68    3,528    2,646       6,386
                             --------  --------  -------  -------  ----------
                                9,933     2,168    3,528    2,646      46,932
                             --------  --------  -------  -------  ----------
CONTRIBUTIONS:
  Member                       47,281    21,517    7,747    6,243      82,788 
  Employer allocation               -         -        -        -           -
  Employer ESOP contribution        -         -        -        -      28,195
  Member interfund transfers  (22,029)    5,945   18,532    5,730           -
                             --------  --------  -------  -------  ----------
                               25,252    27,462   26,279   11,973     110,983
                             --------  --------  -------  -------  ----------
DEDUCTIONS:
  Member terminations and
    withdrawals                44,489    17,463   30,154    7,838     141,869
  Interest expense                  -         -        -        -      27,421
  Administrative expenses       1,496       884      589      490       4,040
                             --------  --------  -------  -------  ----------
                               45,985    18,347   30,743    8,328     173,330
                             --------  --------  -------  -------  ----------
INCREASE IN NET ASSETS
  AVAILABLE FOR BENEFITS       49,777    46,215     (936)   7,215     219,973

NET ASSETS AVAILABLE FOR
  BENEFITS AT DECEMBER 31,
  1997                        416,652   127,336   62,605   38,765   1,252,378
                             --------  --------  -------  -------  ----------
NET ASSETS AVAILABLE FOR
  BENEFITS AT DECEMBER 31,
  1998                       $466,429  $173,551  $61,669  $45,980  $1,472,351
                             ========  ========  =======  =======  ==========



            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, 1998 AND 1997


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 $15.01 per common share equivalent ($22.51 per common share equivalent before
the three-for-two common stock split in March 1999).  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 $15.01 per share.  This market value of the employer
allocation (including any supplemental contributions), 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.

      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.

      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.

      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, 1998, the nonparticipant directed May Common Stock and ESOP
Member Allocated Funds include approximately $102.5 million and $289.0 million,
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 are invested in the ESOP Preference Fund.  The employer
allocation to the Plan for the year ended December 31, 1998, will be made in May
1999 and will be in the form of 39,659 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 33.78747 shares of May common stock (22.52498
conversion rate before the three-for-two stock split in March 1999).  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, 1998 and 1997.

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 makes
supplemental contributions to the Plan for the difference, subject to the 100%
effective matching rate limitations described above.  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 (in
accordance with applicable law) 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).  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 reported 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, 1998 and 1997, the ESOP
Preference Shares were valued at their conversion values of $1,359.95 and
$1,186.78, 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 administrators believe 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.

May Commmon Stock Split

All May common share data included in these financial statements has been
restated to reflect a three-for-two common stock split announced on February
11, 1999, for owners of record as of March 1, 1999, for distribution on
March 22, 1999.







<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, 1998 and 1997, are
as follows (dollars in thousands):

                               December 31, 1998       December 31, 1997
                             ----------------------  ----------------------
                             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            410,629  $  558,434     465,093  $  551,965
         Member allocated       237,291     322,703     203,387     241,377
                             ----------  ----------  ----------  ----------
                                647,920     881,137     668,480     793,342
                             ==========              ==========
     The May Department
       Stores Company
       Common Stock          15,672,525*    630,819  16,399,650*    576,038
   
     Chase Investors
       Commingled Equity
       Index Fund               141,865     171,212     131,291     124,796

     The Bank of New
       York Short-Term
       Investment Fund -
       Master Notes             $68,416      68,416     $72,023      72,023
                                         ----------              ----------
               Total                     $1,751,584              $1,566,199
                                         ==========              ========== 
                         

*Restated to reflect the three-for-two stock split in March 1999.

4. NOTES PAYABLE:

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

                                                     1998      1997  
     ESOP Notes Payable:
       Series A, 8.32%, due April 30, 2001         $112,980  $138,365
       Series B, 8.49%, due April 30, 2004          203,964   203,964
                                                   --------  --------
                                                   $316,944  $342,329
                                                   ========  ========

The scheduled principal payments for the Series A ESOP Note for the remaining
three years are as follows:  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
the first two payments of $52,317,000 and $60,787,000 due in 2002 and in 2003,
respectively.  As of December 31, 1998 and 1997, the total fair value of the
ESOP Notes was approximately $361,445,000 and $402,988,000, respectively.







<PAGE>
5. RECONCILIATION TO FORM 5500:

As of December 31, 1998 and 1997, the Plan had approximately $15,929,000 and
$19,127,000, 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, 1998 (thousands):


                                                                  Net Assets
                                            Benefits              Available 
                                           Payable to   Benefits     for
                                          Participants    Paid     Benefits 

     Per financial statements               $     -     $141,869  $1,472,351
     Pending benefit distributions -
       December 31, 1998                     15,929       15,929     (15,929)
     Pending benefit distributions - 
       December 31, 1997                          -      (19,127)          -
                                            -------     --------  ----------
               Per Form 5500                $15,929     $138,671  $1,456,422
                                            =======     ========  ==========

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, 1998

                                                 (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                              410,629  $208,189  $  558,434
        Allocated                                237,291   120,307     322,703
                                                          --------  ----------
              ESOP Preference Fund Total                  $328,496  $  881,137
                                                          ========  ==========
    MAY COMMON STOCK FUND

 *  The May Department Stores Company
      Common stock                            15,672,525**$266,847  $  630,819
 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $ 1,691,665     1,691       1,691
                                                          --------  ----------
              May Common Stock Fund Total                 $268,538  $  632,510
                                                          ========  ==========
 
    COMMON STOCK INDEX FUND
    
    Chase Investors Commingled Equity
      Index Fund                                 141,865  $ 87,839  $  171,212
 *  The Bank of New York Short-Term
      Investment Fund- Master notes          $ 1,038,740     1,039       1,039
                                                          --------  ----------
              Common Stock Index Fund Total               $ 88,878  $  172,251
                                                          ========  ==========

    MONEY MARKET FUND

 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $60,590,688  $ 60,591  $   60,591
                                                          ========  ==========
 
    FIXED INCOME INDEX FUND
 
 *  The Bank of New York Short-Term
      Investment Fund- Master Notes          $   878,041  $    878  $      878
                                                          --------  ----------




 *  Also a party-in-interest.
**  Restated to reflect the three-for-two stock split in March 1999.



<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                   $1,400,000   $  1,462  $    1,574
      5.75%,  due 08/15/03                   $2,000,000      2,072       2,089
      7.875%, due 11/15/04                   $  600,000        668         695
      13.75%, due 08/15/04                   $  525,000        810         755
      5.5%,   due 04/15/00                   $3,700,000      3,583       3,738
      5.625%, due 05/15/08                   $  300,000        323         320
      6.125%, due 12/31/01                   $1,100,000      1,123       1,144
      7.75%,  due 01/31/00                   $1,700,000      1,763       1,754 
      5.875%, due 02/15/04                   $3,200,000      3,266       3,376
      5.25%,  due 01/31/01                   $3,900,000      3,860       3,948
      6.875%, due 05/15/06                   $1,850,000      1,959       2,092
      6.375%, due 08/15/02                   $3,800,000      3,918       4,008
      8.75%,  due 08/15/00                   $1,800,000      2,000       1,913
      6.875%, due 03/31/00                   $  300,000        310         308
      5.500%, due 02/15/08                   $  450,000        460         477
                                                          --------  ----------
              Total U.S. treasury notes                     27,577      28,191 
                                                          --------  ----------
    U.S. Government Agency Securities:
      Federal Home Loan Mortgage Corp.:
        6.22%, due 3/24/03                   $  200,000        182         208
        4.75%, due 12/14/01                  $1,000,000        997         996
      Federal National Mortgage Assoc.
        Securities-
          8.35%, due 11/10/99                $  525,000        544         540
          5.75%, due 6/15/05                 $  800,000        824         826
          4.625%, due 10/15/01               $  500,000        498         497
          Debentures-
            7.65%, due 3/10/05               $  260,000        268         292
            5.75%, due 7/15/03               $  400,000        406         410
          Medium Term Notes-
            6.41%, due 3/8/06                $  400,000        402         425
            6.69%, due 8/7/01                $  400,000        402         416
                                                          --------  ----------
              Total U.S. government agency
                securities                                   4,523       4,610
                                                          --------  ----------
              Total U.S. government
                securities                                  32,100      32,801
                                                          --------  ----------








<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  $      320
      Republic NY Corp., 7.25%, due 7/15/02  $   100,000        98         105
      NCNB Corp., 9.125%, due 10/15/01       $   268,000       306         293
      Bayerische Landesbank, 5.825%, due
        12/01/08                             $   450,000       449         460
      Interamerican Development Bank, 5.75%,
        due 2/26/08                          $   400,000       398         413
                                                          --------  ----------
              Total bank corporate bonds                     1,557       1,591
                                                          --------  ----------
    Finance and Insurance Corporate Bonds:
      American Express Co., 8.5%, due
        8/15/01                              $   200,000       201         215
      Corestates Cap. Corp., 5.75%, due
        1/15/01                              $   400,000       388         406
      Finovia Cap Corp., 5.875%, due
        10/15/01                             $   450,000       449         450
      ABN-AMRO Bank, 6.625%, due 10/31/01    $   300,000       300         308
      General Electric Capital Corp.,
        8.85%, due 4/1/05                    $   300,000       364         355
      Simon Debartolo Group, 6.875%, due
        11/15/06                             $   500,000       498         488
      Travelers/Aetna Property Casualty
        Corp., 6.75%, due 4/15/01            $   300,000       301         309
      Toyota Motor Corp., 5.5%, due 12/15/08 $   450,000       449         448
      United Dominion Realty Tr. Inc.,
        8.125%, due 11/15/00                 $   400,000       400         401
                                                          --------  ----------
              Total finance and insurance
                corporate bonds                              3,350       3,380
                                                          --------  ----------
    Industrial Corporate Bonds:
      Comcast Cable, 6.2%, due 11/15/08      $   450,000       449         458
      Eli Lilly & Co., 8.125%, due 12/1/01   $   200,000       199         217
      General Motors Corp., 7.10%, due
        3/15/06                              $   300,000       303         324
      Philip Morris Co., Inc., 8.625%, due
        3/1/99                               $   250,000       248         251
      Lockhead Martin Corp., 6.85%, due
        5/15/01                              $   400,000       400         412
      Hercules, Inc., 6.15%, due 8/1/00      $   400,000       401         402
      Nabisco, Inc. NT; 6.00%, due 2/15/11   $   400,000       399         395
                                                          --------  ----------
              Total industrial corporate
                bonds                                        2,399       2,459
                                                          --------  ----------
    Oil Corporate Bonds:
      Tenneco, Inc., 7.875%, due 10/1/02      $  250,000       248         266
      El Paso Nat. Gas Co., 6.75%, due
        11/15/03                              $  300,000       305         310
                                                          --------  ----------
              Total oil corporate bonds                        553         576
                                                          --------  ----------







<PAGE>
                                                                 SCHEDULE I
                                                                 (Continued)


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

    FIXED INCOME INDEX FUND (Continued)

    Utilities Corporate Bonds:
      Duke Power Co., 1st & Refunding
        Mortgage Note, 7%, due 6/1/00        $   195,000  $    203  $      200
      Enron Corp., 9.5%, due 6/15/01         $   100,000       110         108
      Enron Corp., 6.50% due 8/1/02          $   300,000       298         305
                                                          --------  ----------
              Total utilities corporate
                bonds                                          611         613
                                                          --------  ----------
    Telephone Corporate Bonds:
      Cable & Wireless Com. 6.625%, due
        3/6/05                               $   400,000       399         403
      Worldcom Inc. GA, 8.875%, due
        1/15/06                              $   400,000       434         437
                                                          --------  ----------
              Total telephone corporate
                bonds                                          833         840
                                                          --------  ----------
    Asset Backed Securities:
      California Infrastructure, 6.32%, due
        9/25/05                              $   400,000       403         411
                                                          --------  ----------
                                                               403         411
                                                          --------  ----------
    Foreign Obligations:
      Finland Rep NT, 7.875%, due 7/28/04    $   225,000       229         254
      Hydro-Quebec Debenture, Series IF,
        7.375%, due 2/1/03                   $   150,000       161         160
      Province of Ontario, Canada
        Debenture, 8%, due 10/17/01          $   150,000       150         161
      Province of Ontario, Canada
        Debenture, 7.375%, due 1/27/03       $   400,000       415         429
      British Columbia Prov. Canada, 5.375%,
        due 10/29/08                         $   450,000       448         449
      Tyco International Grp. SA, 6.375%,
        due 6/15/05                          $   400,000       398         408
                                                          --------  ----------
              Total foreign obligations                      1,801       1,861
                                                          --------  ----------
              Total fixed income investments                11,507      11,731
                                                          --------  ----------
              Fixed Income Index Fund Total               $ 44,485  $   45,410
                                                          ========  ==========
    DISTRIBUTION ACCOUNT

 *  The Bank of New York Short-Term
      Investment Fund- Master Notes           $4,216,744  $  4,217  $    4,217
                                                          ========  ==========
    TOTAL ASSETS HELD FOR INVESTMENT
      PURPOSES AT DECEMBER 31, 1998                       $795,205  $1,796,116
                                                          ========  ==========







*  Also a party-in-interest.




<PAGE>
                                                                 SCHEDULE II








                        THE MAY DEPARTMENT STORES COMPANY

                               PROFIT SHARING PLAN

                            EMPLOYER #:  43-1104396

                                 PLAN #:  003


                 ITEM 27(d):  SCHEDULE OF REPORTABLE TRANSACTIONS

                       FOR THE YEAR ENDED DECEMBER 31, 1998
                    (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)   439    $133,898   270    $137,297  $137,297  $    - 
The May Department
  Stores Company
  Common Stock (1) (2)     54    $ 37,193    46    $ 58,074  $ 65,803  $7,729 




                                



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











<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 Files No. 333-00957 and 333-76227.



ARTHUR ANDERSEN LLP



St. Louis, Missouri,
  April 21, 1999