EXHIBIT 3.1
 
                                     BY-LAWS
 
                                       OF
 
                        THE MAY DEPARTMENT STORES COMPANY
                            (a Delaware Corporation)
 
                       (as amended through March 18, 2005)
 
                                   ----------
 
                                   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.
 
         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
 
<PAGE>
 
 
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 ten 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.
 
<PAGE>
 
 
         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.
 
         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.
 
         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.
 
<PAGE>
 
 
         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
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.
 
<PAGE>
 
 
                                  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 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.
 
<PAGE>
 
 
                                  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.
 
         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
 
<PAGE>
 
 
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.
 
                                  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 of
shareowners, 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.