UNITED STATES       
                    SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                                        
                    FORM 10-K           
                                        
                    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
     X              OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended February 1, 1997
                                        
                                        
                    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                              51-0032941
 (State or other jurisdiction of incorporation) (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 28, 1997 was $1,039,767,600.
                                        
The number of shares outstanding of the registrant's common stock,
$.14 2/3 par value was 36,770,750 at April 28, 1997.                           
                                        
                    DOCUMENTS INCORPORATED BY REFERENCE
                                        
1. Portions of Registrant's 1996 Annual Report to Stockholders are 
   incorporated into Parts I, II and III.
2. Portions of Registrant's Proxy Statement, dated April 29, 1997, relating
   to the Annual Meeting of Stockholders to be held on May 28,1997 filed
   pursuant to Regulation 14A, are incorporated by reference into Parts I
   and III of this Form 10-K.
                                        
<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 February 1, 1997, the fourth quarter accounted for approximately 33%
of consolidated retail sales and 52% of consolidated net income. 
               
The Company regularly employs, on a full or part-time basis, an average of
approximately 34,300 associates, of which approximately 19,800 are considered
full-time equivalents.
               
The following portions from the Registrant's Annual Report to Stockholders
for the fiscal year ended February 1, 1997 are incorporated herein by
reference: Financial Highlights (page 1); Management's Discussion and
Analysis (pages 11-14); Note 1 (pages 21-22), Note 2 and Note 3 (page 22)
of Notes to Consolidated Financial Statements; Five-Year Selected Financial
Data (pages 30-31); Store Divisions and Locations (pages 32-33).
               
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 one hundred and two department stores
and fifteen home fashion stores operated by the Company as of
February 1, 1997:        
               
                                             Home 
                             Department     Fashion         Square
                              Stores         Units          Footage
   Owned Stores                 60             2           9,629,032
   Leased Stores                42            13           7,652,960
   Total                       102            15          17,281,992
               
Management's Discussion and Analysis (pages 11-14), Note 1 (pages 21-22) of
Notes to Consolidated Financial Statements and Store Divisions and Locations
(pages 32-33) from the Registrant's Annual Report to Stockholders for the
fiscal year ended February 1, 1997 are incorporated herein by reference.
               
<PAGE>
               
Item 3.    Legal Proceedings.
               
Information required by Item 3 is incorporated herein by reference to Note
10 of Notes to Consolidated Financial Statements (page 28) from the
Registrant's Annual Report to Stockholders for the fiscal year ended
February 1, 1997.
               
               
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 15) and Stockholder Information
(inside back cover) from the Registrant's Annual Report to Stockholders
for the fiscal year ended February 1, 1997 are incorporated herein by
reference.
               
Item 6.    Selected Financial Data.
               
The Five-Year Selected Financial Data (pages 30-31) and Notes to Consolidated
Financial Statements (pages 21-28) from the Registrant's Annual Report
to Stockholders for the fiscal year ended February 1, 1997 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 11-14) and Notes to Consolidated
Financial Statements (pages 21-28) from the Registrant's Annual Report
to Stockholders for the fiscal year ended February 1, 1997 are incorporated
herein by reference.
               
Item 8.    Financial Statements and Supplementary Data.
               
The Consolidated Financial Statements (pages 17-20), Notes to Consolidated
Financial Statements (pages 21-28), Report of Independent Public Accountants
(page 16), which includes an explanatory paragraph that describes the change
in the methods of accounting for long-lived assets discussed in Note 2 and
accounting for postemployment benefits discussed in Note 8 of Notes to
Consolidated Financial Statements, and Quarterly Results (page 29) from the
Registrant's Annual Report to Stockholders for the fiscal year ended
February 1, 1997 are incorporated herein by reference.
               
Item 9.    Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosures.
               
None.               
               
<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 29, 1997, relating to the Annual
Meeting of Stockholders to be held on May 28, 1997 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 29, 1997,
relating to the Annual Meeting of Stockholders to be held on May 28, 1997
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 29, 1997, relating to
the Annual Meeting of Stockholders to be held on May 28, 1997 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 29, 1997, relating to the Annual Meeting of Stockholders to be held
on May 28, 1997 and filed pursuant to Regulation 14A, is incorporated herein
by reference.
               
<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 February 1, 1997
        are incorporated herein by reference:
               
           (a) Statements of Consolidated Income and Retained Earnings for
                the fiscal years ended February 1, 1997, February 3, 1996 and
                January 28, 1995 - page 17.
               
           (b) Consolidated Balance Sheets as of February 1, 1997 and
                February 3, 1996 - pages 18 and 19.
               
           (c) Statements of Consolidated Cash Flows for the fiscal years
                ended February 1, 1997, February 3, 1996 and 
                January 28, 1995 - page 20.
               
           (d) Notes to Consolidated Financial Statements - pages 21-28.
               
           (e) Report of Independent Public Accountants, which includes an
                explanatory paragraph that describes the change in the
                methods of accounting for long-lived assets discussed in
                Note 2 and accounting for postemployment benefits discussed
                in Note 8 of Notes to Consolidated Financial Statements
                page - 16.
               
    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.
               
<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,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 February 1, 1997.
               
         (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.                
       
               
               
B. No reports on Form 8-K have been filed during the fourth quarter of the
   fiscal year ended February 1, 1997.  
               
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 30, 1997.    
               
<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                          * Thomas J. Malone
    (Chairman of the Board)                          (Director)
  As Principal Executive Officer
               
     s/  James M. McVicker
     ---------------------------                 ---------------------
       James M. McVicker                         * Lawrence R. Pugh
      (Senior Vice President and                     (Director)
        Chief Financial Officer)
               
     ---------------------------                 ---------------------
     * John A. Herdeg                            * Gerrish H. Milliken
         (Director)                                  (Director)
               
     ---------------------------                 ---------------------
     * Roger K. Smith                            * Minot K. Milliken
         (Director)                                  (Director)

     ---------------------------                 ----------------------
     * Roger Milliken                            * H. Keith H. Brodie, MD
         (Director)                                   (Director)

     ---------------------------
     * Francis G. Rodgers
         (Director)      
               
               
               
     * BY:     s/  David L. Nichols
     ---------------------------------
                  David L. Nichols
               
Date: April 30, 1997     
               
               
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 Registrant
is being filed concurrently with the Securities and Exchange Commission.

<PAGE>

          Report of Independent Public Accountants


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 1, 1997.  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 responsi-
bility 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 1, 1997


<PAGE>


                         MERCANTILE STORES COMPANY, INC.         
                                 SCHEDULE  II                             
                         VALUATION AND QUALIFYING ACCOUNTS       
                            (dollars in thousands)                          
                                                                 
<TABLE>
<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
                                                               
Allowance for Doubtful Accounts:                            
<S>               <C>            <C>         <C>            <C>             <C>
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


Year Ended
January 28, 1995  $0             $ 1,462     $ 3,130 (A)     $ 1,492       $ 3,100


         Note:
          (A) - Prior to November 1993, the Company sold all Maison Blanche
                (MB) customer receivables to MB Funding Trust, an unaffiliated
                company.  This agreement was terminated during fiscal 1994.
                Upon completion of the termination process, the customer
                receivables, net of an allowance for doubtful accounts,
                were transferred to the Company from MB Funding Trust.


</TABLE>