<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10,
1997
Registration Statement No.: 333-02127
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
THE MAY DEPARTMENT STORES COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1104396
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
Incorporation)
611 Olive Street, St. Louis, Missouri 63101-1799
(Address of Principal Executive Offices) (Zip Code)
PAYLESS SHOESOURCE, INC.
PROFIT SHARING PLAN
(Full Title of the Plan)
Richard A. Brickson, Esq.
THE MAY DEPARTMENT STORES COMPANY
611 Olive Street
St. Louis, Missouri 63101-1790
(Name and Address of Agent for Service)
(314) 342-6300
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
Being Offering Price Offering Fee
Registered Per Share Price
N/A* N/A* N/A* N/A* N/A*
*No additional securities are to be registered and the
registration fees were paid at the time the original Registration
Statement was filed (No. 333-02127). Therefore, no further
registration fee is required.
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THE MAY DEPARTMENT STORES COMPANY
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
Supplemental Note
This Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-02127 ("Registration Statement")
is being filed by The May Department Stores Company, a Delaware
corporation (the "Registrant"), to deregister shares registered
by The May Department Stores Company, a New York corporation
("May NY"). Registrant became the successor to May NY in a
reincorporation from New York to Delaware pursuant to a statutory
share exchange. At the shareowners annual meeting on May 24,
1996, the shareowners approved the change of the state of
incorporation from New York to Delaware. The reincorporation in
Delaware was accomplished by means of a statutory share exchange,
whereby each share of common stock of May NY (and associated
preferred stock purchase right) outstanding prior to the filing
of a "Certificate of Exchange" by The Department of State of the
State of New York was exchanged for one share of common stock of
Registrant (and associated preferred stock purchase right). As a
result of the share exchange, May NY became a wholly owned
subsidiary of Registrant, and Registrant became the publicly
traded company.
Of the 12,000 shares of Common Stock of the Registrant
registered on the Registration Statement, the Payless ShoeSource,
Inc. Profit Sharing Plan (the "Plan") has sold 4,983 shares,
leaving 7,017 unsold shares (the "Remaining Shares"). Neither
the Plan nor the Registrant intends to sell any of the Remaining
Shares pursuant to the Registration Statement. Accordingly, the
Registrant hereby deregisters all of the Remaining Shares, but
does not otherwise amend the Registration Statement.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following Exhibits are filed as part of this Post
Effective Amendment No. 1 to the Registration Statement:
(24) Powers of Attorney of David C. Farrell, Jerome T. Loeb,
Richard L. Battram, Eugene S. Kahn, Anthony J. Torcasio,
Edward H. Meyer, Russell E. Palmer, Michael R. Quinlan,
William P. Stiritz, Robert D. Storey and Murray L.
Weidenbaum*
24(a) Power of Attorney of John L. Dunham.
______________________________
*Previously filed with Form S-8 Registration Statement No. 333-
02127.
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of St. Louis, State of Missouri, on the 10th day of July, 1997.
THE MAY DEPARTMENT STORES COMPANY
By:/s/Richard A. Brickson
Name: Richard A. Brickson
Title: Secretary
Pursuant to the requirements of the Securities Act,
this Post-Effective Amendment No. 1 to Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated:
Signature Title Date
David C. Farrell* Director, Chairman of the July 10, 1997
David C. Farrell Board and Chief Executive
Officer
Jerome T. Loeb* Director and President July 10, 1997
Jerome T. Loeb
Richard L. Battram* Director and Executive July 10, 1997
Richard L. Battram Vice Chairman
John L. Dunham* Chief Financial Officer July 10, 1997
John L. Dunham
Eugene S. Kahn* Director and Vice Chairman July 10, 1997
Eugene S. Kahn
Anthony J. Torcasio* Director and President and July 10, 1997
Anthony J. Torcasio Chief Executive Officer -
May Merchandising Company
Edward H. Meyer* Director July 10, 1997
Edward H. Meyer
Russell E. Palmer* Director July 10, 1997
Russell E. Palmer
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Michael R. Quinlan* Director July 10, 1997
Michael R. Quinlan
William P. Stiritz* Director July 10, 1997
William P. Stiritz
Robert D. Storey* Director July 10, 1997
Robert D. Storey
Murray L. Weidenbaum*Director July 10, 1997
Murray L. Weidenbaum
*By: /s/Richard A. Brickson
Richard A. Brickson
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities
Act, the Profit Sharing Plan Committee of the Payless
ShoeSource, Inc. Profit Sharing Plan has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Topeka, State of Kansas, on the 10th
day of July, 1997.
Payless ShoeSource, Inc. Profit Sharing Plan
By: /s/Jeffrey A. Long
Jeffrey A. Long, Member
Profit Sharing Plan Committee
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/Ronald A. Cooperman Member, Profit Sharing July 10, 1997
Ronald A. Cooperman Plan Committee
/s/Jeffrey A. Long Member, Profit Sharing July 10, 1997
Jeffrey A. Long Plan Committee
/s/Jed L. Norden Member, Profit Sharing July 10, 1997
Jed L. Norden Plan Committee
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/s/Ullrich E. Porzig Member, Profit Sharing July 10, 1997
Ullrich E. Porzig Plan Committee
/s/William J. Rainey Member, Profit Sharing July 10, 1997
William J. Rainey Plan Committee
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EXHIBIT INDEX
(24) Powers of Attorney of David C. Farrell, Jerome T. Loeb,
Richard L. Battram, Eugene S. Kahn, Anthony J. Torcasio,
Edward H. Meyer, Russell E. Palmer, Michael R. Quinlan,
William P. Stiritz, Robert D. Storey and Murray L.
Weidenbaum*
24(a) Power of Attorney of John L. Dunham.
______________________________
*Previously filed with Form S-8 Registration Statement No. 333-
02127.
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EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 26th day of June, 1997.
/s/John L. Dunham
John L. Dunham
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