Exhibit 3.3


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                             BY-LAWS

                                OF

                THE MAY DEPARTMENT STORES COMPANY
                     (a Delaware Corporation)

              (as amended through November 17, 2000)

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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.

     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.

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     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 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.




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     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 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.



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<PAGE>                     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 thirteen 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 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 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.

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     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 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.

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     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 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
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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
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

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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 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.

     2.   Other matters to be acted upon.




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     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 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.




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                            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.

                          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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