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  - July 13, 2005
                Date of Earliest Event Reported:  July 13, 2005


                       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):
[x]   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 8.01.  Other Events.


     On July 13, 2005, The May Department Stores Company issued a press
release announcing that the shareowners of the company approved the proposed
merger with Federated Department Stores, Inc. at its annual meeting. A copy
of the press release is attached as Exhibit 99.1 and is incorporated herein
by reference.


Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

      Exhibit No.      Exhibit

      99.1             Press Release issued by The May Department Stores
                       Company on July 13, 2005.









SIGNATURES

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.

MAY DEPARTMENT STORES COMPANY


Date: July 13, 2005             By:        /s/ J. Per Brodin
                                Name:      J. Per Brodin
                                Title:     Vice President








EXHIBIT INDEX


Exhibit     Description

99.1        Press Release issued by The May Department Stores Company
            on July 13, 2005.

EX-99.1

                                                              Exhibit 99.1

MAY NEWS

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

SHAREOWNERS OF THE MAY DEPARTMENT STORES COMPANY
APPROVE MERGER WITH FEDERATED DEPARTMENT STORES, INC.

     NEW YORK, July 13, 2005 - The May Department Stores Company (NYSE: MAY)
announced at its annual meeting today that its shareowners have approved the
proposed merger with Federated Department Stores, Inc. (NYSE: FDS).
     According to the merger agreement, each share of May common stock will be
converted into the right to receive $17.75 per share of cash and 0.3115 shares
of Federated stock.
     Closing of the merger transaction is contingent on completion of anti-
trust reviews.  Federated and May continue to expect to close the merger in the
third quarter of 2005.  Record owners of stock on the date of the merger will
receive materials to complete and return with their stock certificates to
obtain their merger consideration shortly after the date of the merger.
     John L. Dunham, May's chairman, president and chief executive officer,
told shareowners attending the meeting that May believes "the new organization
will be a stronger company than either of us could have been on our own. We'll
be able to grow sales, store-for-store sales, and profits faster than either
company could do on its own.  In simple terms, together we will be much
stronger in every aspect of the business than either company could be
independently."
     May's shareowners also elected four directors to one-year terms expiring
in 2006: Marsha J. Evans, president and chief executive officer of The American
Red Cross; David B. Rickard, executive vice president, chief financial officer
and chief administrative officer of CVS Corporation; Joyce M. Roch(, president
and chief executive officer of Girls Incorporated; and R. Dean Wolfe, executive
vice president of acquisitions and real estate for May.
     In addition, shareowners approved an amendment to May's certificate of
incorporation to provide for the annual election of directors and ratified the
appointment of Deloitte & Touche LLP as May's independent registered public
accounting firm.
     The May Department Stores Company currently operates 487 department stores
under the names of Famous-Barr, Filene's, Foley's, Hecht's, Kaufmann's, Lord &
Taylor, L.S. Ayres, Marshall Field's, Meier & Frank, Robinsons-May,
Strawbridge's, and The Jones Store, as well as 243 David's Bridal stores, 453
After Hours Formalwear stores, and 11 Priscilla of Boston stores in its Bridal
Group.  May operates in 46 states, the District of Columbia, and Puerto Rico.

                                     ###

This release contains statements about expected future events that are forward-
looking within the meaning of the Private Securities Litigation Reform Act of
1995.  Such statements include, but are not limited to, Federated and May's
expectations regarding the anticipated closing and other statements that are
not historical facts. Such statement are based upon the current beliefs and
expectations of Federated and May's management and are subject to significant
risks and uncertainties. Actual results could differ materially from those
expressed in the forward-looking statements contained in this document because
of a variety of factors, including a significant change in the timing of, or
the imposition of any government conditions or legal impediments to, the
closing of the proposed transaction.  Additional factors that may affect the
future results of Federated and May are set forth in the companies' filings
with the SEC, which are available at www.fds.com and www.mayco.com,
respectively.