8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                         -----------------------------

                                   FORM 8-K

                                CURRENT REPORT

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


                       Date of Report  - December 15, 2004


                       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


                                Not Applicable
          (former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions (See General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))






Item 7.01.  Regulation FD Disclosure.

On December 15, 2004, the registrant issued a press release announcing the
extension of the expiration date of the exchange offer of The May Department
Stores Company, a New York corporation, for its 3.95% Notes due July 15, 2007,
4.80% Notes due July 15, 2009, 5.75% Notes due July 15, 2014, 6.65% Debentures
due July 15, 2024 and 6.70% Debentures due July 15, 2034 to 5:00 p.m., New York
City time, on December 17, 2004.

A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01   Financial Statements and Exhibits.

99.1	Press Release, dated December 15, 2004.


                             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: December 15, 2004         By:    /s/ Richard A. Brickson
                                            Richard A. Brickson
                                            Secretary

EX-99.1 CHARTER

Exhibit 99.1

            THE MAY DEPARTMENT STORES COMPANY EXTENDS EXCHANGE OFFER

ST. LOUIS, Dec. 15, 2004 - The May Department Stores Company [NYSE: MAY]
announced today that it is extending until 5:00 p.m., New York City time, on
Dec. 17, 2004, unless further extended, the expiration date of its offer to
exchange $400 million in aggregate principal amount of its 3.95% Notes due July
15, 2007, $600 million in aggregate principal amount of its 4.80% Notes due
July 15, 2009, $500 million in aggregate principal amount of its 5.75% Notes
due July 15, 2014, $300 million in aggregate principal amount of its 6.65%
Debentures due July 15, 2024, and $400 million in aggregate principal amount
of its 6.70% Debentures due July 15, 2034, for a like principal amount of its
3.95% Notes due July 15, 2007, its 4.80% Notes due July 15, 2009, its 5.75%
Notes due July 15, 2014, its 6.65% Debentures due July 15, 2024, and its 6.70%
Debentures due July 15, 2034, which have been registered under the Securities
Act of 1933, as amended.

As of 5:00 p.m., New York City time, on Dec. 14, 2004, the original expiration
date of the exchange offer, approximately $399.5 million in aggregate principal
amount of its 3.95% Notes due July 15, 2007, $585.6 million principal amount of
its 4.80% Notes due July 15, 2009, $499.8 million principal amount of its 5.75%
Notes due July 15, 2014, $300 million principal amount of its 6.65% Debentures
due July 15, 2024, and $393 million principal amount of its 6.70% Debentures
due July 15, 2034, had been tendered in the exchange offer. These amounts
represent approximately 99% of the outstanding securities.

This notice shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. All other terms,
provisions and conditions contained in the exchange offer will remain in full
force and effect. J.P. Morgan Trust Company, National Association, has been
appointed as exchange agent for the exchange offer. Requests for assistance or
documents should be directed to J.P. Morgan Trust Company at 1-800-275-2048.