SC TO-T/A

_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                   _______________________
                        SCHEDULE TO/A

           Tender Offer Statement Under Section 14(d)(1) or
        Section 13(e)(1) of the Securities Exchange Act of 1934
                       (Amendment No. 1)

                      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.
                 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

         *For purposes of calculating amount of filing fee only.
This amount assumes that the Offerors purchase  (i) 19,469,276
outstanding shares of common stock of David's Bridal, Inc. and
(ii) 2,314,952 shares of common stock of David's Bridal that
could be issued upon conversion of any outstanding options, at
the offer price of $20.00 per share.   The amount of the filing


fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.

[_]      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

[_]      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: [_]
_________________________________________________________________





       This Amendment No. 1 to the Tender Offer Statement on
Schedule TO (this "Amendment") relates to the offer by Alpha
Omega Acquisition, Inc., a Florida corporation (the "Purchaser")
and a wholly owned subsidiary of The May Department Stores
Company, a Delaware corporation (the "Parent"), to purchase all
outstanding shares of common stock, par value $.01 per share (the
"Shares"), of David's Bridal, Inc., a Florida corporation (the
"Company"), at a price of $20.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in
the Purchaser's Offer to Purchase, dated July 10, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal
(which are herein collectively referred to as the "Offer").

Item 11.            Additional Information.

       Item 11 is hereby amended and supplemented by the following:

       On Friday, July 21, 2000, Parent and the Company received
notice from the Federal Trade Commission of the early termination
of the 15-day waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act").  The termination of the waiting period was one
of the conditions to the Purchaser's obligations under the Merger
Agreement to accept for payment and pay for Shares tendered
pursuant to the Offer to Purchase.  On July 24, 2000, Parent and
the Company issued a joint press release, a copy of which is
attached hereto as Exhibit (a)(9) and is incorporated herein by
reference.

Item 12.            Exhibits.

       (a)(9)       Joint Press Release issued by Parent and the Company
                    on July 24, 2000, announcing the termination of the
                    HSR waiting period.








                                                      1


                           SIGNATURE

       After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.



                                          ALPHA OMEGA ACQUISITION, INC.

                                          By:        /s/ Richard A. Brickson
                                          Name:  Richard A. Brickson
                                          Title: Vice President and Secretary

                                          THE MAY DEPARTMENT STORES COMPANY

                                          By:        /s/ Richard A. Brickson
                                          Name:  Richard A. Brickson
                                          Title: Secretary

Dated:  July 24, 2000




                                                   2


                          EXHIBIT INDEX

Exhibit No.        Exhibit Name

(a)(9)                   Joint Press Release issued by Parent and the
                   Company on July 24, 2000, announcing the
                   termination of the HSR waiting period.

EX-99.A.9

                                               Exhibit 99(a)(9)


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

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


THE MAY DEPARTMENT STORES COMPANY AND
DAVID'S BRIDAL, INC. ANNOUNCE TERMINATION OF
HART-SCOTT-RODINO ANTITRUST WAITING PERIOD

       ST. LOUIS, Mo., and CONSHOHOCKEN, Pa., July 24, 2000 - The
May Department Stores Company [NYSE: MAY] and David's Bridal,
Inc. [NASDAQ: DABR] announced today the early termination of the
15-day waiting period required under the United States Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with May's tender offer for all of the outstanding
shares of common stock of David's Bridal.  The notice of early
termination was received Friday, June 21, 2000.  Without the
early termination, the waiting period would have expired Tuesday,
July 25.  May's tender offer for David's Bridal commenced on July
10, 2000, and is scheduled to expire at 12:00 midnight, New York
City time, on Monday, August 7, 2000.  The expiration or early
termination of the waiting period under the Act was one of the
conditions to closing for the tender offer.