FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * BRODIN J PER   2. Issuer Name and Ticker or Trading Symbol MAY DEPARTMENT STORES CO [MAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) THE MAY DEPARTMENT STORES COMPANY, 611 OLIVE STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/30/2005 (Street) ST. LOUIS, MO 63101 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 08/30/2005   D   572 D (1) 0 D   Common Stock Units 08/30/2005   D   519 D (2) 0 I by 401(k) trust ESOP Preference Shares 08/30/2005   D   585 D (3) 0 I by 401(k) trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee stock option (right to buy)

$ 35.38

08/30/2005

D

1

07/13/2005

05/08/2012

Common

3,000

(4)

0

D

Employee stock option (right to buy)

$ 21.57

08/30/2005

D

1

07/13/2005

05/14/2013

Common

3,000

(5)

0

D

Employee stock option (right to buy)

$ 27.89

08/30/2005

D

1

07/13/2005

05/12/2014

Common

2,800

(6)

0

D

Employee stock option (right to buy)

$ 36.915

08/30/2005

D

1

08/30/2005

05/11/2015

Common

2,400

(7)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRODIN J PER THE MAY DEPARTMENT STORES COMPANY 611 OLIVE STREET ST. LOUIS, MO 63101			Vice President

Signatures

Richard A. Brickson, as attorney-in-fact		08/30/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Issuer common stock was disposed of pursuant to the merger agreement among Issuer, Milan Acquisition LLC and Federated Department Stores, Inc. ("Federated") in exchange for $17.75 and .3115 of a share of Federated common stock. Federated common stock had a market value of $70.66 per share on the effective date of the merger.
(2)	Each common stock unit allocated to my May Common Stock Fund account under May's Profit Sharing Plan was exchanged for $17.75 and .3115 of a share of Federated common stock.
(3)	Each common stock equivalent of ESOP Preference Stock allocated to my ESOP Preference Fund account under May's Profit Sharing Plan was converted to May common stock and exchanged for $17.75 and .3115 of a share of Federated common stock.
(4)	This option was assumed by Federated in the merger and replaced with an option to purchase 1,675 shares of Federated common stock for $63.36 per share.
(5)	This option was assumed by Federated in the merger and replaced with an option to purchase 1,675 shares of Federated common stock for $38.63 per share.
(6)	This option was assumed by Federated in the merger and replaced with an option to purchase 1,563 shares of Federated common stock for $49.95 per share.
(7)	This option was assumed by Federated in the merger and replaced with an option to purchase 1,340 shares of Federated common stock for $66.11 per share.

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