SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DUNHAM JOHN L (Last) (First) (Middle) THE MAY DEPARTMENT STORES COMPANY 611 OLIVE STREET (Street) ST. LOUIS MO 63101 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAY DEPARTMENT STORES CO [ MAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President
	3. Date of Earliest Transaction (Month/Day/Year) 08/30/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	08/30/2005		D		85,490	D	(1)	0	D
Common	08/30/2005		M		70,978	A	$0	70,978	D
Common	08/30/2005		D		70,978	D	$39.7606	0	D
Common Stock Units	08/30/2005		D		41,576	D	(2)	0	I	by 401(k) trust
ESOP Preference Shares	08/30/2005		D		7,784	D	(3)	0	I	by 401(k) trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Comp. Plan Phantom Stock Units	(4)	08/30/2005		M			70,978	08/30/2005	08/30/2005	Common	70,978	$0	0	D
Employee stock option (right to buy)	$30.1667	08/30/2005		D			1	05/08/2000	05/08/2006	Common	61,326	(5)	0	D
Employee stock option (right to buy)	$31.5	08/30/2005		D			1	05/14/2001	05/14/2007	Common	18,000	(6)	0	D
Employee stock option (right to buy)	$36.125	08/30/2005		D			1	12/01/2001	12/01/2007	Common	37,500	(7)	0	D
Employee stock option (right to buy)	$43.4375	08/30/2005		D			1	05/13/2002	05/13/2008	Common	22,500	(8)	0	D
Employee stock option (right to buy)	$44.9688	08/30/2005		D			1	05/12/2003	05/12/2009	Common	22,500	(9)	0	D
Employee stock option (right to buy)	$25.1875	08/30/2005		D			1	02/24/2004	02/24/2010	Common	60,000	(10)	0	D
Employee stock option (right to buy)	$35.74	08/30/2005		D			1	05/09/2005	05/09/2011	Common	50,000	(11)	0	D
Employee stock option (right to buy)	$35.38	08/30/2005		D			1	07/13/2005	05/08/2012	Common	60,000	(12)	0	D
Employee stock option (right to buy)	$21.57	08/30/2005		D			1	07/13/2005	05/14/2013	Common	60,000	(13)	0	D
Employee stock option (right to buy)	$27.89	08/30/2005		D			1	07/13/2005	05/12/2014	Common	165,000	(14)	0	D
Employee stock option (right to buy)	$36.915	08/30/2005		D			1	08/30/2005	05/11/2015	Common	75,000	(15)	0	D

Explanation of Responses:

1. Each share of Issuer common stock was disposed of pursuant to the merger agreement among Issuer, Milan Acquisition LLC and Federated Department Stores, Inc. ("Federated") in exchange for $17.75 and .3115 of a share of Federated common stock. Federated common stock had a market value of $70.66 per share on the effective date of the merger.

2. Each common stock unit allocated to my May Common Stock Fund account under May's Profit Sharing Plan was exchanged for $17.75 and .3115 of a share of Federated common stock.

3. Each common stock equivalent of ESOP Preference Stock allocated to my ESOP Preference Fund account under May's Profit Sharing Plan was converted to May common stock and exchanged for $17.75 and .3115 of a share of Federated common stock.

4. The security converts to common stock on a one-for-one basis.

5. This option was assumed by Federated in the merger and replaced with an option to purchase 34,243 shares of Federated common stock for $54.03 per share.

6. This option was assumed by Federated in the merger and replaced with an option to purchase 10,051 shares of Federated common stock for $56.41 per share.

7. This option was assumed by Federated in the merger and replaced with an option to purchase 20,939 shares of Federated common stock for $64.70 per share.

8. This option was assumed by Federated in the merger and replaced with an option to purchase 12,563 shares of Federated common stock for $77.79 per share.

9. This option was assumed by Federated in the merger and replaced with an option to purchase 12,563 shares of Federated common stock for $80.53 per share.

10. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $45.11 per share.

11. This option was assumed by Federated in the merger and replaced with an option to purchase 27,919 shares of Federated common stock for $64.01 per share.

12. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $63.36 per share.

13. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $38.63 per share.

14. This option was assumed by Federated in the merger and replaced with an option to purchase 92,132 shares of Federated common stock for $49.95 per share.

15. This option was assumed by Federated in the merger and replaced with an option to purchase 41,878 shares of Federated common stock for $66.11 per share.

Remarks:

	Richard A. Brickson, as attorney-in-fact	08/30/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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