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: July 15, 1999
              Date of earliest event reported: July 14, 1999


                 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 July 14, 1999, Standard & Poor's announced that it had
upgraded the ratings of The May Department Stores Company's
("May") long-term corporate credit, senior unsecured debt and
bank loan ratings to single-A-plus from single-A.  At the same
time, Standard & Poor's affirmed its single-A-1 ratings for May's
short-term corporate credit and commercial paper.  A security
rating is not a recommendation to buy, 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 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.






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                                 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:  July 15, 1999     By:    /s/ Richard A. Brickson
                                   Richard A. Brickson
                                   Secretary and Senior Counsel






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