SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                   FORM 15

Certification and Notice of Termination of Registration under Section 12(g) 
of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports 
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.


                        Commission File Number 1-3339

                       MERCANTILE STORES COMPANY, INC.
           (Exact name of registrant as specified in its charter)

                              9450 Seward Road
                            Fairfield, Ohio 45016
                               (513) 881-8000
        (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)

                 Common Stock, Par Value $.14 2/3 Per Share
          (Titles of each class of securities covered by this Form)

                                    None
  (Title of all other classes of securities for which a duty to file reports
                    under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule 
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)            [X]
Rule 12g-4(a)(1)(ii)    [ ]
Rule 12g-4(a)(2)(i)            [ ]
Rule 12g-4(a)(2)(ii)    [ ]
Rule 12h-3(b)(1)(i)            [X]
Rule 12h-3(b)(1)(ii)    [ ]
Rule 12h-3(b)(2)(i)            [ ]
Rule 12h-3(b)(2)(ii)    [ ]
Rule 15d-6                     [ ]

Approximate number of holders of record as of the certification or notice 
date:

       Common Stock      -     1




                                                                               2


Pursuant to the requirements of the Securities Exchange Act of 1934, 
Mercantile Stores Company, Inc. has caused this certification/notice to be 
signed on its behalf by the undersigned duly authorized person.

                                            MERCANTILE STORES COMPANY, INC.


                                            BY: /s/ James I. Freeman
                                               -------------------------------
                                              Name:  James I. Freeman
                                              Title: Vice President


DATE: August 21, 1998