SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MCNAMARA WILLIAM P

(Last)

(First)

(Middle)

THE MAY DEPARTMENT STORES COMPANY

611 OLIVE STREET

(Street)

ST. LOUIS

63101

(City)

(State)

(Zip)

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 Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	08/30/2005		D		61,794	D	⁽¹⁾	0	D
Common	08/30/2005		M		43,092	A	$0	43,092	D
Common	08/30/2005		D		43,092	D	$39.7606	0	D
Common stock units	08/30/2005		D		1,142	D	⁽²⁾	0	I	by 401(k) trust
ESOP Preference Shares	08/30/2005		D		6,901	D	⁽³⁾	0	I	by 401(k) trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Comp. Plan Phantom Stock Units	⁽⁴⁾	08/30/2005		M			43,092	08/30/2005	08/30/2005	Common	43,092	$0	0	D
Employee stock option (right to buy)	$30.1667	08/30/2005		D			1	05/08/2000	05/08/2006	Common	8,288	⁽⁵⁾	0	D
Employee stock option (right to buy)	$31.5	08/30/2005		D			1	05/14/2001	05/14/2007	Common	26,250	⁽⁶⁾	0	D
Employee stock opton (right to buy)	$43.4375	08/30/2005		D			1	05/13/2002	05/13/2008	Common	33,750	⁽⁷⁾	0	D
Employee stock option (right to buy)	$44.9688	08/30/2005		D			1	05/12/2003	05/12/2009	Common	35,000	⁽⁸⁾	0	D
Employee stock option (right to buy)	$25.1875	08/30/2005		D			1	02/24/2004	02/24/2010	Common	60,000	⁽⁹⁾	0	D
Employee stock option (right to buy)	$35.74	08/30/2005		D			1	05/09/2005	05/09/2011	Common	40,000	⁽¹⁰⁾	0	D
Employee stock option (right to buy)	$35.38	08/30/2005		D			1	07/13/2005	05/08/2012	Common	40,000	⁽¹¹⁾	0	D
Employee stock option (right to buy)	$21.57	08/30/2005		D			1	07/13/2005	05/14/2013	Common	40,000	⁽¹²⁾	0	D
Employee stock option (right to buy)	$27.89	08/30/2005		D			1	07/13/2005	05/12/2014	Common	45,000	⁽¹³⁾	0	D
Employee stock option (right to buy)	$36.915	08/30/2005		D			1	08/30/2005	05/11/2015	Common	45,000	⁽¹⁴⁾	0	D

Explanation of Responses:

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. The security converts to common stock on a one-for-one basis.

5. This option was assumed by Federated in the merger and replaced with an option to purchase 4,628 shares of Federated common stock for $54.03 per share.

6. This option was assumed by Federated in the merger and replaced with an option to purchase 14,657 shares of Federated common stock for $56.41 per share.

7. This option was assumed by Federated in the merger and replaced with an option to purchase 18,845 shares of Federated common stock for $77.79 per share.

8. This option was assumed by Federated in the merger and replaced with an option to purchase 19,543 shares of Federated common stock for $80.53 per share.

9. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $45.11 per share.

10. This option was assumed by Federated in the merger and replaced with an option to purchase 22,335 shares of Federated common stock for $64.01 per share.

11. This option was assumed by Federated in the merger and replaced with an option to purchase 22,335 shares of Federated common stock for $63.36 per share.

12. This option was assumed by Federated in the merger and replaced with an option to purchase 22,335 shares of Federated common stock for $38.63 per share.

13. This option was assumed by Federated in the merger and replaced with an option to purchase 25,127 shares of Federated common stock for $49.95 per share.

14. This option was assumed by Federated in the merger and replaced with an option to purchase 25,127 shares of Federated common stock for $66.11 per share.

Remarks:

	Richard A. Brickson, as attorney-in-fact	08/30/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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