_________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     _______________________
                           SCHEDULE TO
                         (Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the
Securities Exchange Act of 1934

                      DAVID'S BRIDAL, INC.
                (Name of Subject Company (Issuer))

                 ALPHA OMEGA ACQUISITION, INC.
                   a wholly owned subsidiary of
                THE MAY DEPARTMENT STORES COMPANY
               (Names of Filing Persons (Offerors))
                         ________________

              COMMON STOCK, PAR VALUE $.01 PER SHARE
                  (Title of Class of Securities)
                         ________________

                            238576102
              (CUSIP Number of Class of Securities)
                         ________________

                    Richard A, Brickson, Esq.
                  Secretary and Senior Counsel
               The May Department Stores Company
                        611 Olive Street
                 St. Louis, Missouri 63101-1799
                     Telephone: 314-342-6300
(Name, address and telephone number of person authorized to receive notices and
          communications on behalf of filing persons)
                         ________________

                             Copy to:
                     J. Michael Schell, Esq.
                     Margaret L. Wolff, Esq.
             Skadden, Arps, Slate, Meagher & Flom LLP
                        Four Times Square
                     New York, New York 10036

                     Telephone: 212-735-3000
                         ________________

                    CALCULATION OF FILING FEE
_________________________________________________________________
          Transaction Valuation              Amount of Filing Fee
               Not Applicable                          Not Applicable
_________________________________________________________________

     [ ]  Check the box if any part of the fee is offset as provided by Rule 0-
     11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number or the Form or Schedule and the date of its filing.

               Amount Previously Paid: N/A   Form or Registration No.: N/A
               Filing party: N/A             Date Filed: N/A

     [x]  Check the box if the filing relates solely to preliminary
     communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[x] third-party tender offer subject to Rule 14d-1.

[_] issuer tender offer subject to Rule 13e-4.

[_] going-private transaction subject to Rule 13e-3.

[_] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
_________________________________________________________________





For Immediate Release    Contact:  Sharon Bateman  (314) 342-6494
                                   May Company

                                   Bob Huth (610) 896-2111
                                   David's Bridal



THE MAY DEPARTMENT STORES COMPANY
TO ACQUIRE DAVID'S BRIDAL, INC.

  ST. LOUIS, Mo., and CONSHOHOCKEN, Pa., July 3, 2000   The
May Department Stores Company [NYSE: MAY] and David's Bridal,
Inc. [NASDAQ: DABR] announced that May is acquiring David's
Bridal for $20 per share or about $436 million in a tender offer
to existing David's Bridal shareowners, subject to customary
regulatory approvals and certain conditions.
  David's Bridal is the largest retailer of bridal gowns and
other bridal party-related merchandise in the United States, with
sales of $175 million in fiscal 1999, marketing primarily to
first-time brides between 18 and 34 years of age.  The company
operates 110 stores, 64 of which are in markets shared by May
Company divisions, including Hecht's, Strawbridge's, Foley's
Robinsons-May, Kaufmann's, Filene's, Famous-Barr, L.S. Ayres, The
Jones Store, Meier & Frank, and ZCMI.  David's Bridal is
headquartered in Conshohocken, Pa., a Philadelphia suburb.
  Gene Kahn, May's president and chief executive officer,
said, "David's Bridal is a very exciting acquisition and a highly
strategic complement to our core department store business.
  "There are tremendous synergies between the David's stores
and the wedding registry business in May's department store
divisions:


  -    This is a terrific opportunity to serve the customer's
total wedding experience, through May's department store registry
services, David's wedding-related apparel and accessories, and
the capabilities of WeddingNetwork.com.
  -    David's Bridal enrolls a significant percentage of U.S.
brides every year.  It will be a significant referral source for
our already powerful wedding registry business.
  -    David's robust Internet site will provide a powerful
linkage to our on-line wedding registry business with
WeddingNetwork.com, which should be fully implemented by the end
of July.
  -    The Y-Generation customer is a key growth segment for
our department stores and it is David's primary customer
demographic.  The acquisition is a great opportunity to broaden
our allegiance with these customers whose weddings are often
their first interaction with our department stores' home areas."
  Mr. Kahn continued, "David's Bridal has a strong growth and
profitability record.  It offers a compelling off-the-mall retail
format with meaningful growth potential.  It is also counter-
seasonal to our business, with a higher portion of its sales
generated during the spring compared with the fall for department
stores."
  "We are very excited about the multifaceted opportunities
presented by the combination of our two retailing businesses," he
concluded.
  "The acquisition of David's Bridal by May underscores the
success of our merchandising strategy and David's unique ability
to satisfy the needs of the bride and her wedding party," said
Bob Huth, president and CEO of David's Bridal.  "Moreover,

merging with May Company is a tremendous partnership opportunity.
The synergies between our two organizations are substantial.
This marriage between the two companies is a powerful combination
that will extend the breadth of David's service and merchandise
offerings to the bride."
  David's Bridal shareowners will have approximately 30 days
to tender their stock.
  David's Bridal will operate as a division of May.  Bob Huth
will continue as president and CEO of the division.  There will
be no changes in the employment status of associates of David's
Bridal due to the acquisition.
  The May Department Stores Company had fiscal 1999 sales of
$13.9 billion.  Last year was the company's 25th consecutive year
of record sales and earnings per share.  The company has opened
14 new department stores year-to-date with plans to open an
additional nine stores by year-end.
  David's Bridal had fiscal 1999 sales of $175 million.  It
has opened 10 new bridal stores this year, with plans to open 11
additional new stores by year-end.
  The May Department Stores Company now operates 422
department stores in 36 states and the District of Columbia.
With the David's Bridal acquisition, May will operate 532 store
locations with sales in excess of $14 billion in 40 states, the
District of Columbia, and Puerto Rico by fiscal year-end 2000.
  This release contains forward looking statements that are
subject to risks and uncertainties that could cause actual
results to differ materially from those projected in such
statements.  Potential risks and uncertainties include, but are
not limited to, satisfaction of the conditions to closing and


May's ability to integrate the David's Bridal operations and
achieve the anticipated synergies of the transaction.
  The parties are required to file documentation with the
Securities and Exchange Commission concerning the transaction.
WE URGE INVESTORS TO READ THE SCHEDULE TO, THE SCHEDULE 14D-9,
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.  You may obtain a free copy of the
documents filed by May or David's Bridal with the Commission at
the Commission's web site at www.sec.gov.  In addition, documents
filed with the SEC by May and David's Bridal will be available
free of charge by directing a request to the Secretary of May at
611 Olive Street, St. Louis, MO 63101 and the Secretary of
David's Bridal at 1001 Washington Street, Conshohocken, PA 19428,
respectively.