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                             BY-LAWS

                               OF

                THE MAY DEPARTMENT STORES COMPANY
                    (a Delaware Corporation)

             (as amended through November 20, 1998)

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                           ARTICLE I.

                     MEETINGS OF SHAREOWNERS

     Section 1.     The annual meeting of shareowners shall be held
on such date (not more than thirteen months after the most recent
annual meeting) and at such place and time as may be fixed by the
board and stated in the notice thereof, for the purpose of the
election of directors and for the transaction of only such other
business as is properly brought before the meeting in accordance
with these By-laws.  The annual meeting may be adjourned from day
to day until its business is completed.

     Section 2.     Written notice of the date, time and place of
each  annual meeting of the shareowners shall be mailed not less
than ten nor more than sixty days previous to the date of such
meeting, postage prepaid, to each shareowner of record in the
Company entitled to vote thereat, at such address as shall appear
on the books of the Company.

     Section 3.     The business transacted at any special meeting
of shareowners shall be confined to the object or objects specified
in the notice therefor, and matters germane thereto.

     Section 4.     Written notice of every special meeting of
shareowners stating the date, time, place and object thereof, shall
be mailed, postage prepaid, not less than ten nor more than sixty
days before the date specified for such meeting to each shareowner
of record in the Company entitled to vote thereat, at such address
as shall appear on the books of the Company.

     Section 5.     Except as otherwise provided in the Certificate
of Incorporation, and subject to the provisions and limitations
therein contained, at all meetings of shareowners each shareowner
of record shall be entitled to cast one vote for each share
appearing on the stock book of the Company as standing in his name,
which vote may be cast either in person or by proxy, or power of
attorney, but no proxy shall be voted on after three years from its
date.



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     Section 6.     Each shareowner entitled to vote at a meeting
of shareowners or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or
persons to act for such shareowner by proxy by any means authorized
by the board and lawful under the Delaware General Corporation Law.

     Section 7.     No shareowner who is in default in the payment
of any part of his subscription for any stock of the Company or who
is disqualified by law, shall be entitled to vote at any meeting of
shareowners.

     Section 8.     Every pledgor of stock standing in his name on
the books of the Company shall be deemed the owner thereof.

     Section 9.     Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, the owners of not
less than a majority of the shares issued and outstanding, entitled
to vote thereat, present in person or by proxy or power of
attorney, are requisite for and shall constitute a quorum at all
meetings of shareowners for the transaction of business, including
the election of directors.  The owners of a majority of the shares
present in person or by proxy or power of attorney at any meeting,
whether or not constituting a quorum, shall have power to adjourn
the meeting from time to time (provided that each adjournment shall
be for a period not exceeding twenty days), without notice other
than announcement at the meeting, and at any adjourned meeting, any
business may be transacted which might have been transacted at the
meeting as originally notified.

     Section 10.    The board of directors, in advance of the
meeting of shareowners, shall appoint not less than two persons who
are not directors to serve as inspectors of election.  It shall be
their duty to receive and canvass the votes for election of
directors and on any proposal voted on by ballot and to certify the
results to the chairman.  In all cases where the right to vote upon
any share of the Company shall be questioned, it shall be the duty
of the inspectors to examine the stock ledger of the Company as
evidence of the shares held, and all shares that appear standing
thereon in the name of any person or persons may be voted upon by
such person or persons. Each inspector of election before entering
upon the duties of such office shall take and subscribe the
following oath before an officer authorized by law to administer
oaths:  "I do solemnly swear that I will execute the duties of an
inspector of the election now to be held with strict impartiality
and according to the best of my ability."

     Section 11.    To be properly brought before the annual or any
special shareowners' meeting, business must be either (a) specified
in the notice of meeting (or any supplement thereto) given by or at
the direction of the board, (b) otherwise properly brought before
the meeting by or at the direction of the board or (c) otherwise

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properly brought before the meeting by a shareowner.  In addition
to any other applicable requirements, for business to be properly
brought before the annual or any special shareowners' meeting by a
shareowner, the shareowner must have given timely notice thereof in
writing to the secretary of the Company.  To be timely, a
shareowner's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 90
days nor more than 105 days prior to the anniversary date of the
immediately preceding annual meeting of shareowners; provided,
however, that in the event that the annual or special meeting is
called for a date that is not within thirty days before or after
such anniversary date, notice by the shareowner to be timely must
be so received not later than the close of business on the 15th day
following the first day on which notice or public disclosure of the
date of the meeting is given or made to shareowners.  Public
disclosure shall include, but not be limited to, disclosure in a
filing with the Securities and Exchange Commission or similar
governmental agency.  Such shareowner's notice to the secretary
shall set forth as to each matter the shareowner proposes to bring
before the meeting (i) a brief description of the business desired
to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and record address of
the shareowner proposing such business, (iii) the class and number
of shares of common stock of the Company which are beneficially
owned by the shareowner and (iv) any material interest of the
shareowner in such business.

     Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at the annual or any special meeting
except in accordance with the procedures set forth in this Section
11, provided, however, that nothing in this Section 11 shall be
deemed to preclude discussion by any shareowner of any business
properly brought before the meeting.

     The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of
this Section 11, and if he should so determine and declare, any
such business not properly brought before the meeting shall not be
transacted.

     Section 12.    Except as provided in Section 1 of Article II,
only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. 
Nominations of persons for election to the board of directors of
the Company at the annual meeting may be made at that meeting by or
at the direction of the board of directors, by any nominating
committee or person appointed by the board of directors or by any
shareowner of the Company entitled to vote for the election of
directors at the meeting who complies with the notice procedures
set forth in this Section 12.  Such nominations, other than those

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made by or at the direction of the board of directors, shall be
made pursuant to timely notice in writing to the secretary of the
Company.  To be timely, a shareowner's notice must be delivered to
or mailed and received at the principal executive offices of the
Company not less than 90 days nor more than 105 days prior to the
anniversary date of the immediately preceding annual meeting of
shareowners; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty days before
or after such anniversary date, notice by the shareowner to be
timely must be so received not later than the close of business on
the 15th day following the first day on which notice or public
disclosure of the date of the meeting is given or made to
shareowners.  Public disclosure shall include, but not be limited
to, disclosure in a filing with the Securities and Exchange
Commission or similar governmental agency.  Such shareowner's
notice to the secretary shall set forth (a) as to each person whom
the shareowner proposes to nominate for election or re-election as
a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of common stock
of the Company which are beneficially owned by the person, and (iv)
any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended; and (b) as to the shareowner giving the notice (i) the
name and record address of the shareowner and (ii) the class and
number of shares of common stock of the Company which are
beneficially owned by the shareowner.  Such notice shall be
accompanied by the executed consent of each nominee to serve as a
director if so elected. The Company may require any proposed
nominee to furnish such other information as may reasonably be
required by the Company to determine the eligibility of such
proposed nominee to serve as a director of the Company.

     The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedure, and if he should so
determine and declare, the defective nomination shall be
disregarded.

                           ARTICLE II.

                     THE BOARD OF DIRECTORS

     Section 1.     The business and affairs of the Company shall
be managed and conducted by or under the direction of a board of
sixteen directors.

     Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board of
directors for any reason may be filled by vote of a majority of the

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directors then in office, although less than a quorum or by the
sole remaining director.  A director elected to fill a newly
created directorship, and a  director elected to fill a vacancy,
shall hold office for the remainder of the term of the Class to
which such director was elected and until his successor shall be
chosen and qualified in his stead.

     Section 2.     The directors shall prescribe rules and
regulations for voting at all elections and shall cause the result
of each such election to be filed with the minutes of the
proceedings of the board of directors, or of any committee of the
board of directors appointed in accordance with Section 12 of this
Article II.

     Section 3.     The board of directors at its first meeting
after each annual meeting of shareowners, or at any subsequent
meeting at which such action may be appropriate, shall elect a
chairman of the executive committee, a chairman of the board, a
president, a vice chairman of the board, one or more vice
presidents, a secretary, a controller, and a treasurer, and such
other officers as it may determine.  The board of directors shall
by resolution provide for the authority and duties of any and all
such officers in the management of the Company to the extent not so
provided in these By-laws.

     The dates of the commencement and expiration of the term of
office of any such officer may be fixed by the board of directors
at the time of his election; but unless so fixed, such officer
shall hold office from the date of his election until the first
meeting of the board of directors following the next ensuing annual
meeting of shareowners, or until his successor is elected.

     The chairman of the executive committee, the chairman of the
board, the president and the vice chairman of the board shall be
members of the board of directors.  No other officers need be
members of the board of directors.

     Any two offices, except the offices of president and
secretary, may be held by the same person.

     Section 4.     If for any reason the election of officers
shall not be held on or as of the date fixed therefor, the board of
directors shall designate another day for such election.

     Section 5.     The board of directors may also appoint such
additional officers and agents, including additional vice
presidents, one or more assistant treasurers, one or more assistant
secretaries and one or more assistant controllers, as it may from
time to time deem advisable, and may remove any of the persons so
appointed at its pleasure, and may, in its discretion, contract for
a definite period of employment for any officer or agent upon such

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terms as it may deem advisable.  The board of directors may by
resolution provide for the powers and duties of any and all such
additional officers and agents so appointed.

     Section 6.     Except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these By-laws,
at all meetings of the board of directors, a majority of the entire
board of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the board of
directors.  If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

     All matters coming before the board of directors shall, except
as otherwise provided by the General Corporation Law of the State
of Delaware ("GCL") or by these By-laws, be determined by a
majority vote of the members present, provided that a quorum shall
be present.

     Any one or more members of the board of directors or of any
committee thereof may participate in any meeting of such board or
of such committee thereof by means of a conference telephone or
similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at any such
meeting.

     Section 7.     The directors may hold their meetings and cause
the books of the Company (except the Stock and Transfer Books) to
be kept within or without the State of Delaware, at such place or
places as they may from time to time determine.

     Section 8.     Subject to Section 15 of this Article II, there
shall be an annual meeting of the board of directors on the day of
the annual meeting of shareowners in each year or as soon
thereafter as convenient, such annual meeting to be at such place
and time (and, if applicable, on such date) as the chairman of the
board shall designate by written notice to the directors, and
regular meetings shall be held on such dates and at such times and
places either as the directors shall by resolution provide or as
the chairman of the board shall designate by written notice to the
directors. Except as above provided, no notice of said annual
meeting or such regular meetings of the board of directors need be
given.

     Section 9.     Special meetings of the board of directors may
be called by the chairman of the executive committee, the chairman
of the board, the president, the vice chairman of the board, or the
secretary or the treasurer.  Notice thereof stating the place, date

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and hour of the meeting shall be given to each director either by
mail not less than forty-eight (48) hours before the date of the
meeting, by telephone or facsimile transmission not later than the
day preceding the date of such meeting, or on such shorter notice
as the person or persons calling such meeting may deem necessary or
appropriate in the circumstance.  Special meetings shall be called
by one of the foregoing officers in like manner on the written
request of five directors, specifying the object or objects of such
special meeting.  In the event that one of the foregoing officers
shall fail to call a meeting within two days after receipt of such
request, such meeting may be called in like manner by the directors
making such request.

     Section 10.    If any vacancy shall occur in the board of
directors by reason of death, removal, resignation or otherwise,
such vacancy may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or
by a sole remaining director.

     Section 11.    Any director may resign his office at any time,
such resignation to be made in writing and delivered to the
chairman of the executive committee, the chairman of the board, the
president, the vice chairman of the board, or the secretary.

     Section 12.    The board of directors shall appoint an
executive committee, which shall consist of one or more directors
and may from time to time designate the number of such executive
committee members that shall constitute a quorum and may provide
for the holding of regular meetings thereof.  In the absence of any
such designation, a majority of the members of the executive
committee shall constitute a quorum.  To the extent permitted by
law (including, without limitation, Section 141(c)(2) of the GCL)
and by the Certificate of Incorporation, the executive committee
shall have and may exercise all the powers vested in the board of
directors during the intervals between the meetings of the board of
directors.  The affirmative vote of a majority of those present at
a meeting of the executive committee, at which a quorum is present,
shall be necessary for the adoption of any resolution.  The
executive committee shall, whenever called upon, report to the
board of directors and be subject to its direction, and the board
of directors may remove members and appoint new members thereof to
fill vacancies therein, and may increase or decrease the membership
thereof.  Meetings of the executive committee shall be called by
the chairman of the executive committee or, upon the request of not
less than two members, by the secretary by notice deposited in the
mail, sent by telegram or delivered by hand not less than two days
prior to the date of such meeting.  Waiver of notice by any member
of the executive committee, whether before or after the meeting to
which such waiver relates, shall be equivalent to notice.

     The board of directors may appoint such other committees, each
consisting of one or more directors, as the board of directors may
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at any time and from time to time deem appropriate; subject to the
limitations contained in Section 141(c)(2) of the GCL, the board of
directors from time to time may by resolution prescribe for each
such committee such duties, powers and authority as the board of
directors shall deem appropriate.

     Section 13.    In addition to the powers by these By-laws
expressly conferred upon them, the board of directors may exercise
such powers and do such lawful acts and things as are not
prohibited by law or required by the Certificate of Incorporation
or by these By-laws to be exercised and done by the shareowners.

     Section 14.    Directors as such may be paid such compensation
as the board of directors may from time to time determine.  Nothing
herein contained shall be construed to preclude any director from
serving the Company in any other capacity and receiving
compensation therefor.

     Section 15.    Anything in this Article II to the contrary
notwithstanding, any action required or permitted to be taken by
the board of directors at any regular, annual or special meeting
thereof, or by any committee thereof, may be taken without a
meeting if all members of the board of directors or such committee
consent in writing to the adoption of a resolution authorizing the
action.  The resolution and the written consents thereto by the
members of the board of directors or such committee shall be filed
with the minutes of the proceedings of the board of directors or
such committee.

     Section 16.    No contract or transaction between the Company
and one or more of its directors or officers, or between the
Company and any other corporation, partnership, association, or
other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the
meeting of the board of directors or committee thereof which
authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose if (i) the material facts
as to his or their relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors
or the committee, and the board of directors or committee in good
faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material
facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the
shareowners entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
shareowners; or (iii) the contract or transaction is fair as to the
Company as of the time it is authorized, approved or ratified, by

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the board of directors, a committee thereof or the shareowners. 
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of
a committee which authorizes the contract or transaction.

                          ARTICLE III.

                        ELECTED OFFICERS

     The elected officers of the Company shall be the chairman of
the executive committee, the chairman of the board, the president,
the vice chairman of the board, the secretary, the treasurer, the
controller, and such other officers of the Company as shall be
elected by the board of directors.

                           ARTICLE IV.

                AUTHORITY AND DUTIES OF OFFICERS

     Each officer of the Company shall be subject to the control of
the board of directors and shall have such duties in the management
of the Company as may be provided by appropriate resolution of the
board of directors and/or provided in these By-laws.

                           ARTICLE V.

               DUTIES OF OFFICERS MAY BE DELEGATED

     In the case of the absence of any officer of the Company, or
for any other reason that the board of directors may deem
sufficient, the board of directors may delegate the powers or
duties of such officer to any other officer or to any other
director, or to any other person for the time being.

                           ARTICLE VI.

                         INDEMNIFICATION

     Section 1.     The Company shall indemnify to the fullest
extent authorized or permitted by law (as now or hereafter in
effect) any person made, or threatened to be made a party to or
otherwise involved in any action or proceeding (whether civil or
criminal or otherwise) by reason of the fact that he, his testator
or intestate, is or was a director or officer of the Company or by
reason of the fact that such director or officer, at the request of
the Company, is or was serving any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, in
any capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and
officers may be entitled by law.  No amendment or repeal of this


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Section 1 shall apply to or have any effect on any right to
indemnification provided hereunder with respect to any acts or
omissions occurring prior to such amendment or repeal.

     Section 2.     The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of the Company or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of the
law.  The Company may create a trust fund, grant a security
interest and/or use other means (including, without limitation,
letters of credit, surety bonds and/or other similar arrangements),
as well as enter into contracts providing for indemnification to
the fullest extent authorized or permitted by law and including as
part thereof any or all of the foregoing, to ensure the payment of
such sums as may become necessary to effect full indemnification.

     Section 3.     The rights to indemnification conferred in this
Article VI shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the
Certificate of Incorporation of the Company, these By-laws or any
agreement, vote of stockholders or directors or otherwise.

                          ARTICLE VII.

               POWER OF OFFICERS TO CONTRACT, ETC.

     Section 1.     All contracts and agreements, purporting to be
the act of this Company shall be signed by such officer(s) of the
Company or other person(s) as may be designated by resolution of
the board of directors, in order that the same shall be binding
upon the Company.

     Section 2.     The board of directors may, from time to time,
authorize any officer or officers of the Company, or any other
person or persons, to sign, countersign and endorse bills of
exchange, checks, notes, leases, deeds and other instruments,
agreements and documents in behalf of the Company.

                          ARTICLE VIII.

                        ORDER OF BUSINESS

     Section 1.     The order of business at all meetings of the
shareowners shall be as follows:

     1.   The election of directors.

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     2.   Other matters to be acted upon.

     3.   The reports of officers.

     4.   Election of inspectors of election.

     The order of business at any meeting may be changed by a vote
of the owners of a majority of the shares represented at such
meeting.

     Section 2.     The order of business at meetings of the board
of directors shall be as the directors may determine.

                           ARTICLE IX.

                         SHARES OF STOCK

     Section 1.     The interest of each shareowner shall be
evidenced by a certificate or certificates for shares of stock of
the Company in such form as the board of directors may from time to
time prescribe.  The certificates of stock shall be signed by the
chairman of the executive committee, the chairman of the board, the
president, the vice chairman of the board, or a vice president and
the treasurer or an assistant treasurer or the secretary or an
assistant secretary and sealed with the seal of the Company, and
shall be countersigned and registered in such manner, if any, as
the board of directors may by resolution prescribe; provided that,
in case such certificates are required by such resolution to be
signed by a transfer agent or transfer clerk and by a registrar,
the signatures of the above designated officers and the seal of the
Company upon such certificates may be facsimiles, engraved or
printed.  In case any such officer who has signed or whose
facsimile signature has been placed upon such certificate shall
have ceased to be such before such certificate is issued, it may be
issued with the same effect as if such officer had not ceased to be
such at the date of its issue.

     Section 2.     Shares of stock of the Company shall be
transferred only on the books of the Company, by the holder thereof
in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and
power of transfer endorsed thereon or attached thereto, duly
executed, with such proof of the authenticity of the signature as
the Company or its agents may reasonably require.

     Section 3.     The board of directors may direct a new
certificate or certificates of stock to be issued in the place of
any certificate or certificates theretofore issued and alleged to
have been lost, stolen or destroyed; but the board of directors,
when authorizing the issue of such new certificate or certificates,
may in its discretion require the owner of the stock represented by

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the certificate so lost, stolen or destroyed, or his legal
representatives, to execute and deliver to the Company a bond with
one or more sureties, in such sum as it may direct, indemnifying
the Company and its agents against any claim that may be made
against it by reason of the issue of such new certificate.  The
board of directors, however, may refuse to authorize any such new
certificate except upon the order of a court having jurisdiction in
such matter.

     Section 4.     The board of directors may from time to time
appoint such transfer agents and registrars of shares as it may
deem advisable and may define their powers and duties.

                           ARTICLE X.

                            DIVIDENDS

     Subject to the limitations and provisions set forth in the
Certificate of Incorporation of the Company, dividends on the stock
of the Company shall be paid at such times and in such amounts as
the board of directors shall, from time to time, determine.

                           ARTICLE XI.

                         CORPORATE SEAL

     The corporate seal shall consist of the words "THE MAY
DEPARTMENT STORES COMPANY" arranged in a circular around the words
and figures "Corporate Seal -- Delaware" and shall be kept by the
secretary in the office of the Company.  The impression of the seal
may be made and attested upon contracts, certificates of stock and
other papers requiring the seal of the Company, when authorized by
resolution of the board of directors, by the secretary, or by an
assistant secretary or by any other officer of the Company, and the
board of directors may authorize the use of a duplicate corporate
seal by any assistant secretary or other officer of the Company.

                          ARTICLE XII.

                           FISCAL YEAR

     The fiscal year of the Company shall end on the Saturday
closest to the 31st day of January in each year.









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                          ARTICLE XIII.

                           AMENDMENTS

     In furtherance and not in limitation of the powers conferred
by statute, the board of directors, by vote of two-thirds of the
entire board of directors of the Company, is expressly authorized
to adopt, repeal, alter, amend or rescind the foregoing By-laws at
any meeting of the board of directors, provided that the substance
of the proposed amendment or addition or the subject matter thereof
shall have been submitted in writing at a preceding meeting of the
board of directors or notice thereof shall have been given to the
directors; waiver of notice by any director being deemed equivalent
to such notice to him.

     The By-laws may also be amended at any general or special
meeting ofshareowners, provided notice of the proposed amendment
shall have been given in the call for such meeting.

                          ARTICLE XIV.

                        WAIVER OF NOTICE

     Any notice required to be given by law or by the Certificate
of Incorporation or by these By-laws may be waived in writing, and
such waiver may be made either before or after the act or event to
which the same relates.

























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