FORM 8-K

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549






                          CURRENT REPORT

              PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934




         Date of Report (Date of earliest event reported)
                          April 19, 2000



                 THE MAY DEPARTMENT STORES COMPANY
      (Exact name of Registrant as specified in its charter)

   Delaware                   I-79               43-1104396
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)



  611 Olive Street, St. Louis, Missouri               63101
(Address of principal executive offices)           (Zip code)



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





Item 5.   Other Events.

     On April 19, 2000, Registrant filed its Annual Report on
Form 10-K for the Fiscal Year ended January 29, 2000.  Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operation" incorporated by reference the "Management's
Discussion and Analysis" section of Registrant's 1999 Annual
Report to Shareowners.  In this section, Registrant reflected
that its bonds are rated single-A-1 by Moody's Investors Service,
Inc. and single-A-plus by Standard & Poor's Corporation and that
its commercial paper is rated prime-1 by Moody's and single-A-1
by Standard & Poor's.  In addition, May's bank credit agreement
is rated at single-A-1 by Moody's.  A security rating is not a
recommendation to purchase, sell or hold securities inasmuch as
it does not comment as to market price or suitability for a
particular investor. Credit ratings may be subject to revision,
suspension or withdrawal at any time by the assigning rating
organization; and each rating should be evaluated independently
of any other rating.

Based on information from Moody's Investors Service, Inc.:

     Bonds rated single-A possess many favorable investment
     attributes and are to be considered as upper-medium-grade
     obligations:

          -    Factors giving security to principal and interest are
          considered adequate, but elements may be present which
          suggest a susceptibility to impairment some time in the
          future;

          -    Moody's applies numerical modifiers, 1, 2 and 3 in its
          single-A rating.  The modifier 1 indicates that the
          security ranks in the higher end of its generic rating
          category; the modifier 2 indicates a mid-range ranking;
          and the modifier 3 indicates that the issue ranks in
          the lower end of the category.

     Issuers rated prime-1 have a superior ability for repayment
     of senior short-term debt obligations; repayment ability is
     often evidenced by many of the following characteristics:

          -    Leading market positions in well-established
          industries;

          -    High rates of return on funds employed;



          -    Conservative capitalization structure with moderate
          reliance on debt and ample asset protection;

          -    Broad margins in earnings coverage of fixed financial
          charges and high internal cash generation; and

          -    Well-established access to a range of financial markets
          and assured sources of alternate liquidity.

Based on information from Standard & Poor's Corporation:

     An obligation rated "A" is somewhat more susceptible to the
     adverse effects of changes in circumstances and economic
     conditions than obligations in higher rated categories.
     However, the obligor's capacity to meet its financial
     commitment on the obligation is still strong.

          -    The rating may be modified by the addition of a plus or
          minus sign to show relative standing within the
          category.

     A short-term obligation rated "A-1" is rated in the highest
     category by Standard & Poor's.  The obligor's capacity to
     meet its financial commitment on the obligation is strong.
     Within this category, certain obligations are designated
     with a plus sign (+).  This indicates that the obligor's
     capacity to meet its financial commitment on these
     obligations is extremely strong.


Item 7.   Financial Statements and Exhibits.

(c)  Exhibits.  The following documents are filed as Exhibits.


Exhibit No.    Exhibit

     28-1      Annual Report on Form 10-K for the
               Fiscal Year Ended January 29, 2000
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended January
               29, 2000, File No. 1-79, previously
               filed on April 19, 2000.)



                            SIGNATURE



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



                              THE MAY DEPARTMENT STORES COMPANY



Dated:  April 19, 2000        By:   /s/ Richard A. Brickson
                                   Richard A. Brickson
                                   Secretary and Senior Counsel



                        INDEX TO EXHIBITS



Exhibit No.    Exhibit

     28-1      Annual Report on Form 10-K for the
               Fiscal Year Ended January 29, 2000
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended January
               29, 2000, File No. 1-79, previously
               filed on April 19, 2000.)