<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1,
1996           Registration Statement No. 333-_________________
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       __________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                       __________________

                THE MAY DEPARTMENT STORES COMPANY
     (Exact Name of Registrant as Specified in its Charter)

          New York                         43-0398035
     (State of Incorporation)           (I.R.S. Employer)
                                        Identification No.)

  611 Olive Street, St. Louis, Missouri           63101-1799
(Address of Principal Executive Offices)          (Zip Code)
                                
                    PAYLESS SHOESOURCE, INC.
                       PROFIT SHARING PLAN
                      (Full Title of Plan)

                    RICHARD A. BRICKSON, Esq.
                      Secretary and Counsel
                THE MAY DEPARTMENT STORES COMPANY
                        611 Olive Street
                    St. Louis, Missouri 63101
                         (314) 342-6300
    (Name, Address and Telephone Number of Agent for Service)

          CALCULATION OF REGISTRATION FEE                        
             Amount          Proposed     Proposed   Amount of
Title of     Being           Maximum      Maximum    Registration
Securities   Registered(1)   Offering     Aggregate  Fee(3)
Being                        Price Per    Offering
Registered(1)                             Unit(2)    Price(2)     
Common Stock
($.50 par    12,000          $47.6875  $575,250.00    $197.33
value)       shares                                              
(1)  Pursuant to Rule 416(c) under this Securities Act of 1933,
     this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.




                                1
<PAGE>
(2)  In accordance with Rule 457(n)(1), the proposed maximum
     aggregate offering price is based on the average of the high
     and low prices reported on the New York Stock Exchange on
     March 27, 1996. The price is an estimate used solely for the
     purpose of computing the filing fee and is not a
     representation of the actual offering price.
(3)  The registration fee has been established pursuant to
     Section 6(b) of the Securities Act of 1933.












































                                2

<PAGE>
Part I

The Section 10(a) prospectus relating to the Payless ShoeSource,
Inc. Profit Sharing Plan (the "Plan") is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-
8.














































                               I-1
<PAGE>
Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by
reference:

(a)  Registrant's Annual Report on Form 10-K filed for the fiscal
     year ended January 28, 1995.

(b)  All other reports filed pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934, as amended, since the
     end of the fiscal year covered by Registrant's Annual Report
     referred to in (a) above, including Registrant's Quarterly
     Reports on Form 10-Q, if any.

(c)  The description of the Registrant's shares of common stock
     contained in the Registrant's registration statement
     (Registration No. 33-8430) on Form S-4 dated September 2,
     1986, filed by Registrant pursuant to Section 12 of the
     Securities Exchange Act of 1934, as amended, and
     Registrant's Restated Certificate of Incorporation
     (incorporated herein by reference to Exhibit 3(a) of
     Registrant's Annual Report on Form 10-K for the year ended
     January 29, 1994), including any amendment or report filed
     for the purpose of updating such description.

     In addition, all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.  Any statement contained herein
or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any statement so modified or superseded shall
not be deemed, except as so modified and amended, to constitute
part of this Registration Statement.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.
Not Applicable.
                              II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article 7 of the New York Business Corporation Law ("NYBCL") and
a provision of the Registrant's By-Laws provide for the
indemnification of directors and officers under certain
conditions including the possibility of indemnification against
liabilities under the Securities Act of 1933 (the "Act"). In
addition, the Registrant has entered into indemnification
agreements with each director and certain executive officers of
the Registrant. Each indemnification agreement provides, among
other things, (i) for indemnification to the fullest extent
permitted by law against all expenses, judgments, fines,
penalties incurred in connection with, and amounts paid in
settlement of, any claim against the indemnified party, provided
it is determined pursuant to the agreement that the indemnitee is
entitled to be indemnified under the applicable standard of
conduct under the NYBCL; (ii) for advancement of expenses to the
indemnitee in connection with the indemnitee's defense of any
threatened or pending claim, provided that if it is determined
pursuant to the agreement that the indemnitee would not be
permitted to be indemnified under applicable law, the Registrant
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for
the benefit of the indemnitee in the event of a potential change
in control of the Registrant which shall be funded from time to
time at the request of the indemnitee in an amount sufficient to
satisfy the Registrant's indemnification obligations under the
agreement; and (iv) that no legal action be brought and no cause
of action be asserted by or on behalf of the Registrant against
the indemnitee after the expiration of the earlier of the
applicable statute of limitations or two years after the date of
accrual of such cause of action. Similar indemnification
agreements may be entered into from time to time with additional
officers of the Registrant.  In addition, the Registrant has a
directors and officers liability insurance policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:

(4)(a)       Restated Certificate of Incorporation of the
             Registrant, (incorporated herein by reference to
             Exhibit 3(a) of the Registrant's Annual Report on
             Form 10-K for the Fiscal Year ended January 29,
             1994)

(4)(b)       By-laws of the Registrant 



                              II-2
<PAGE>
(4)(c)       Form of Rights Agreement, dated as of August 19,
             1994, between Registrant and The Bank of New York,
             which includes as Exhibit A thereto, the Form of
             Rights Certificate (incorporated herein by
             reference to Exhibit 1 of the Registrant's Current
             Report on Form 8-K dated September 2, 1994)

(23)(a)      Consent of Arthur Andersen LLP

(24) Powers of Attorney


Item 9. Undertakings.
(a) The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement and to include any material information with
     respect to the plan of distribution not previously disclosed
     in this Registration Statement or any material change to
     such information in this Registration Statement;

     (2) That, for the purpose of determining liability under the
     Securities Act of 1933, each post-effective amendment shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof;

     (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as 

                              II-3
<PAGE>
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification (other than the payment by
the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d)  Pursuant to Item 8(b) of Form S-8, in lieu of (i) an opinion
of counsel concerning the Plan's compliance with the requirements
of ERISA or (ii) an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under Section 401
of the Internal Revenue Code of 1986, as amended, the undersigned
Registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make
all changes required by the IRS to qualify the Plan.































                              II-4
<PAGE>
                           SIGNATURES 


The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 1st day of April, 1996.

                          THE MAY DEPARTMENT STORES COMPANY

                          By:     /s/ Richard A. Brickson    
                          Name: Richard A. Brickson
                          Title: Secretary and Senior Counsel


Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:

Signature            Title                       Date

David C. Farrell*    Director, Chairman of the   April 1, 1996
David C. Farrell     Board and Chief Executive
                     Officer (Principal
                     Executive Officer)

Jerome T. Loeb*      Director, President and     April 1, 1996
Jerome T. Loeb       Chief Financial Officer 
                     (Principal Financial and
                     Accounting Officer)

Richard L. Battram*  Director and Executive      April 1, 1996
Richard L. Battram    Vice Chairman

Thomas A. Hays*      Director and Deputy         April 1, 1996
Thomas A. Hays       Chairman

Eugene S. Kahn*      Director and Vice           April 1, 1996
Eugene S. Kahn        Chairman                                   

Anthony J. Torcasio* Director and President      April 1, 1996
Anthony J. Torcasio  and Chief Executive Officer - 
                     May Merchandising Company                   

Edward H. Meyer*     Director                    April 1, 1996
Edward H. Meyer                                  

Russell E. Palmer*   Director                    April 1, 1996
Russell E. Palmer
                              II-5
<PAGE>
Michael R. Quinlan*  Director                    April 1, 1996
Michael R. Quinlan

William P. Stiritz*  Director                    April 1, 1996
William P. Stiritz

Robert D. Storey*    Director                    April 1, 1996
Robert D. Storey

Murray L. Weidenbaum* Director                   April 1, 1996
Murray L. Weidenbaum


*    By:   /s/ Richard A. Brickson 
         Richard A. Brickson
         Attorney-in-Fact



The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Administrative Subcommittee of the Payless ShoeSource,
Inc. Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 1st day of April, 1996.

Payless ShoeSource, Inc. Profit Sharing Plan
 

     By:   /s/ Richard A. Brickson   
         Richard A. Brickson, Member
         Administrative Subcommittee


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature              Title                         Date

                    Member, Administrative      April 1, 1996
Donald N. Baxter     Subcommittee               

                    Member, Administrative      April 1, 1996
Richard A. Brickson  Subcommittee               

                    Member, Administrative      April 1, 1996
Jan R. Kniffen       Subcommittee               




                              II-6

<PAGE>
EXHIBIT INDEX

(4)(a)     Restated Certificate of Incorporation of the
           Registrant, (incorporated herein by reference to
           Exhibit 3(a) of the Registrant's Annual Report on
           Form 10-K for the Fiscal Year ended January 29, 1994)

(4)(b)     By-laws of the Registrant

(4)(c)     Form of Rights Agreement, dated as of August 19,
           1994, between Registrant and The Bank of New York,
           which includes as Exhibit A thereto, the Form of
           Rights Certificate (incorporated herein by reference
           to Exhibit 1 of the Registrant's Current Report on
           Form 8-K dated September 2, 1994)

(23)(a)    Consent of Arthur Andersen LLP

(24)       Powers of Attorney


































<PAGE>
                          EXHIBIT 4(b)



* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



                             BY-LAWS


                               OF


                THE MAY DEPARTMENT STORES COMPANY

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *







                 [As in effect, March 15, 1996]





























<PAGE>
                             BY-LAWS

                               OF

                THE MAY DEPARTMENT STORES COMPANY

                       __________________

                           ARTICLE I.

                    MEETINGS OF STOCKHOLDERS

     Section 1.  The annual meeting of stockholders shall be held
on such date (not more than fifteen 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 stockholders shall be mailed at least 
ten days previous to the date of such meeting, postage prepaid,
to each stockholder of record in the Company entitled to vote
thereat, at such address as shall appear on the books of the Com-
pany.

     Section 3.  Special meetings of the stockholders may be
called by resolution of the board of directors.  The business
transacted at any special meeting of stockholders 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
stockholders stating the date, time, place and object thereof,
shall be mailed, postage prepaid, at least ten days before the
date specified for such meeting to each stockholder 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 stockholders each stock-
holder 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. 




<PAGE>
     Section 6.  Whenever a stockholder shall vote by proxy, the
authority or proxy shall be in writing, subscribed by the stock-
holder in whose name the said stock shall stand on the books of
the Company, and shall, if requested by any stockholder, or
proxy, be exhibited at the time of such meeting to the presiding
officer and filed by him with the secretary of the Company.

     Section 7.  No stockholder 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 stockholders.

     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 or in the
Certificate of Incorporation, the holders of not less than a
majority of the common stock 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 stockholders for the transaction of business, including the
election of directors.  The holders of a majority of the common
stock 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 ad-
journment shall be for a period not exceeding twenty days), with-
out 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 stockholders shall at each annual meeting
choose two persons (who need not be stockholders and who shall
not be candidates for election to the board of directors) to act
as inspectors of election at all meetings of stockholders until
the close of the next annual meeting.  In case of a failure to
elect inspectors, or if any inspector shall refuse to serve or
neglect to attend any meeting, or if his office shall become va-
cant, the chairman of the meeting may appoint an inspector or
inspectors, as the case may be, to act at such meeting.

     Section 11. To be properly brought before the annual or any
special stockholders' meeting, business must be either (a) speci-
fied 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 stock-
holder.  In addition to any other applicable requirements, for
business to be properly brought before the annual or any special
stockholders' meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the
Company.  To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of 

<PAGE>
the Company not less than 75 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
90 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stock-
holder to be timely must be so received not later than the close
of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public dis-
closure was made, whichever first occurs.  Such stockholder's
notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief des-
cription 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 stockholder proposing such
business, (iii) the class and number of shares of common stock of
the Company which are beneficially owned by the stockholder and
(iv) any material interest of the stockholder 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 Sec-
tion 11, provided, however, that nothing in this Section 11 shall
be deemed to preclude discussion by any stockholder of any busi-
ness 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 pro-
perly brought before the meeting in accordance with the provi-
sions 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.  Nomina-
tions 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
stockholder 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 stockholder's notice must be delivered
to or mailed and received at the principal executive offices of
the Company not less than 75 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
90 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the
close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public 


<PAGE>
disclosure was made, whichever first occurs.  Such stockholder's
notice to the secretary shall set forth (a) as to each person
whom the stockholder 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 Rule 14a under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice (i) the name and record address of the
stockholder and (ii) the class and number of shares of common
stock of the Company which are beneficially owned by the
stockholder.  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 dis-
regarded.

                           ARTICLE II.

                     THE BOARD OF DIRECTORS

     Section 1.  The business and affairs of the Company shall be
managed and conducted by a board of fifteen directors.

     [The first paragraph of Section 1 of Article II has been
     amended, effective May 24, 1996, so that the first paragraph
     shall, effective May 24, 1996, read in its entirety as
     follows:

                 Section 1.  The business and affairs of the
                 Company shall be managed and conducted by a
                 board of fourteen 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.  A
director elected to fill a newly created directorship, and a di-
rector elected to fill a vacancy, shall be elected to hold office
until the next ensuing annual meeting of stockholders of the Com-
pany, or until his successor shall be chosen and qualified in his
stead. 


<PAGE>
     Section 2.  The directors shall prescribe rules and regula-
tions for voting at all elections and shall cause the result of
each such election to be filed with the minutes of the proceed-
ings of the board of directors, or of any committee of the board
of directors appointed in accordance with Section 12 of this Art-
icle II.

     Section 3.  The board of directors at its first meeting
after each annual meeting of stockholders, 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 presi-
dents, 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 an-
nual meeting of stockholders, 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 secre-
tary, 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 presi-
dents, 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.  One-third of all the directors shall be required
to be present at any meeting to constitute a quorum for the
transaction of business, but the director or directors present at
any meeting may adjourn said meeting from time to time and from
place to place until such quorum is present.
<PAGE>
     All matters coming before the board of directors shall, ex-
cept as otherwise provided by law or by these By-laws, be deter-
mined 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 participat-
ing in the meeting to hear each other at the same time.  Partici-
pation 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 New York, 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 stockholders 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 an-
nual 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 chair-
man of the board, the president, the vice chairman of the board,
or the secretary or the treasurer.  Notice of each special meet-
ing shall be deposited in the mail, sent by telegram or delivered
by hand to each director not later than the day preceding the
date of such meeting, but need not specify the object or objects
of such special meeting.  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 re-
maining directors.



<PAGE>
     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 by a majority vote
of its entire number appoint an executive committee, including
the chairman thereof, such executive committee to consist of such
chairman, who shall be a director, and such additional number of
directors, not less than two, as the board of directors shall
from time to time determine, and may from time to time designate
the number of such executive committee that shall constitute a
quorum and may provide for the holding of regular meetings there-
of.  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 and by the Certificate of Incorpora-
tion, the executive committee shall have and may exercise all the
powers vested in the board of directors during the intervals be-
tween 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 there-
in, and may increase or decrease the membership thereof.  The
executive committee shall designate from among its members a sec-
retary and may designate from among its members an acting chair-
man to serve in the absence of the chairman of the executive com-
mittee.  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 thereof 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, by a majority vote of its entire
number, appoint such other committees, each consisting of three
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 712 of the New York Business Corporation
Law, the board of directors from time to time may by resolution
prescribe for each such committee such duties, powers and author-
ity as the board of directors shall deem appropriate.

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


<PAGE>
     Section 14. Directors as such may be paid such compensation
as the board of directors may from time to time determine.  Noth-
ing herein contained shall be construed to preclude any director
from serving the Company in any other capacity and receiving com-
pensation therefor.

     Section 15. Anything in this Article II to the contrary not-
withstanding, 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 commit-
tee consent in writing to the adoption of a resolution authoriz-
ing 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 di-
rectors or such committee.

                          ARTICLE III.

                        ELECTED OFFICERS

     The elected officers of the Company shall be the chairman of
the executive committee, the chairman of the board, the presi-
dent, the vice chairman of the board, the secretary, the trea-
surer, 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 man-
agement of the Company as may be provided by appropriate resolu-
tion 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 suf-
ficient, 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, to the fullest extent now or
hereafter authorized or permitted by applicable law, indemnify
any person who is or was made, or threatened to be made, a party
<PAGE>
to, or is involved in, any threatened, pending or completed
action, suit or proceeding, including, without limitation, those
which are civil, criminal, administrative or investigative, those
involving any actual or alleged breach of duty, neglect or error,
any accountability, or any actual or alleged misstatement, mis-
leading statement or other act or omission and those brought or
threatened in any court or administrative or legislative body or
agency, including an action by or in the right of the Company to
procure a judgment in its favor and an action by or in the right
of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee bene-
fit plan or other enterprise, which any director or officer of
the Company is serving, has served or has agreed to serve in any
capacity at the request of the Company, by reason of the fact
that such person, or his or her testator or intestate, is or was
or has agreed to become a director or officer of the Company, or
is serving or has agreed to serve such other corporation, part-
nership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts
paid or to be paid in settlement, and expenses (including
attorneys' fees, costs and charges) incurred as a result of such
action, suit or proceeding, or appeal therein; provided, however,
that, except for proceedings to enforce rights to indemnifica-
tion, the Company shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal
or legal representatives) in connection with an action, suit or
proceeding (or part thereof) initiated by such person unless such
action, suit or proceeding (or part thereof) was authorized or
consented to by the board of directors of the Company. 

     Section 2.  The Company may indemnify any person (including
a person entitled to indemnification pursuant to Section 1) to
whom the Company is permitted to provide indemnification or the
advancement of expenses to the fullest extent now or hereafter
authorized or permitted by applicable law, whether pursuant to
rights granted pursuant to, or provided by, the New York Business
Corporation Law, or any other law, or other rights created by (a)
a resolution of shareholders, (b) a resolution of directors, or
(c) an agreement providing for such indemnification, it being
expressly intended that this Article VI authorizes the creation
of other rights in any such manner.

     Section 3.  The Company shall, from time to time, reimburse
or advance to any person referred to in Section 1 the funds nec-
essary for payment of expenses incurred in connection with any
action, suit or proceeding referred to in Section 1, upon receipt
of a written undertaking by or on behalf of such person to repay
such amount(s) if a judgment or other final adjudication adverse
to the director or officer establishes that (a) his or her acts
were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the 


<PAGE>
cause of action so adjudicated, or (b) he or she personally
gained in fact a financial profit or other advantage to which he
or she was not legally entitled.

     Section 4.  The right to be indemnified or to the reimburse-
ment or advancement of expenses pursuant to Section 1 or 3 of
this Article VI or a resolution authorized pursuant to Section 2
of this Article VI (a) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions here-
of (or of any such resolution) were set forth in a separate writ-
ten contract between the Company and such person, (b) is intended
to be retroactive and shall, to the extent now or hereafter
authorized or permitted by law, be available with respect to
events occurring prior to the adoption hereof, and (c) shall con-
tinue to exist after the rescission or restrictive modification
hereof with respect to events occurring prior thereto.

                          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 ex-
change, 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
stockholders 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 holders of a majority of the shares represented at
such meeting.



<PAGE>
     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 stockholder shall be evi-
denced 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 sec-
retary or an assistant secretary and sealed with the seal of the
Company, and shall be countersigned and registered in such man-
ner, if any, as the board of directors may by resolution pre-
scribe; 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 of-
ficer had not ceased to be such at the date of its issue.

     Section 2.  Shares of stock of the Company shall be trans-
ferred 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 certifi-
cate 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 certifi-
cates, may in its discretion require the owner of the stock rep-
resented 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 certif-
icate.  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.



<PAGE>
     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 form around the
words and figures "Corporate Seal -- 1910 -- New York" and shall
be kept by the secretary in the office of the Company.  The im-
pression 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

     The foregoing By-laws may be amended or added to, by vote of
two-thirds of all the directors of the Company, at any meeting of
the board of directors, provided that the substance of the pro-
posed 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 by mail at least ten days before; waiver of notice by
any director being deemed equivalent to such notice to him.

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

<PAGE>
                          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.














































<PAGE>
                         EXHIBIT 23 (a)

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report dated February 20, 1995, incorporated by
reference in The May Department Stores Company's Form 10-K for
the year ended January 28, 1995, and to all references to our
firm included in this registration statement.


     

ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
April 1, 1996

































<PAGE>
                           EXHIBIT 24

                        POWER OF ATTORNEY
 


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 21st day of March, 1996.



                                    /s/ Richard L. Battram    
                                  Richard L. Battram






















<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 21st day of March, 1996.




                                    /s/ David C. Farrell         
                                  David C. Farrell






















<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 21st day of March, 1996.



                                    /s/ Thomas A. Hays           
                                  Thomas A. Hays























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 20th day of March, 1996.



                                    /s/ Jerome T. Loeb           
                                  Jerome T. Loeb























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 1st day of April, 1996.



                                    /s/ Eugene S. Kahn        
                                  Eugene S. Kahn
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 1st day of April, 1996.



                                    /s/ Anthony J. Torcasio    
                                  Anthony J. Torcasio























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 28th day of March, 1996.



                                    /s/ Edward H. Meyer          
                                  Edward H. Meyer
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 28th day of March, 1996.



                                    /s/ Russell E. Palmer        
                                  Russell E. Palmer























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of March, 1996.



                                    /s/ Michael R. Quinlan       
                                  Michael R. Quinlan























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 27th day of March, 1996.



                                    /s/ William P. Stiritz       
                                  William P. Stiritz























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 27th day of March, 1996.



                                    /s/ Robert D. Storey         
                                  Robert D. Storey
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 1st day of April, 1996.



                                    /s/ Murray L. Weidenbaum     
                                  Murray L. Weidenbaum
[{"type": "S-8", "sequence": "1", "description": "THE MAY DEPARTMENT STORES CO. FORM S-8", "secsgml_size_bytes": 65397}]
{"company-data": {"conformed-name": "MAY DEPARTMENT STORES CO", "cik": "0000063416", "assigned-sic": "5311", "irs-number": "430398035", "state-of-incorporation": "NY", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02127", "film-number": "96543383"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1,
1996           Registration Statement No. 333-_________________
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       __________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                       __________________

                THE MAY DEPARTMENT STORES COMPANY
     (Exact Name of Registrant as Specified in its Charter)

          New York                         43-0398035
     (State of Incorporation)           (I.R.S. Employer)
                                        Identification No.)

  611 Olive Street, St. Louis, Missouri           63101-1799
(Address of Principal Executive Offices)          (Zip Code)
                                
                    PAYLESS SHOESOURCE, INC.
                       PROFIT SHARING PLAN
                      (Full Title of Plan)

                    RICHARD A. BRICKSON, Esq.
                      Secretary and Counsel
                THE MAY DEPARTMENT STORES COMPANY
                        611 Olive Street
                    St. Louis, Missouri 63101
                         (314) 342-6300
    (Name, Address and Telephone Number of Agent for Service)

          CALCULATION OF REGISTRATION FEE                        
             Amount          Proposed     Proposed   Amount of
Title of     Being           Maximum      Maximum    Registration
Securities   Registered(1)   Offering     Aggregate  Fee(3)
Being                        Price Per    Offering
Registered(1)                             Unit(2)    Price(2)     
Common Stock
($.50 par    12,000          $47.6875  $575,250.00    $197.33
value)       shares                                              
(1)  Pursuant to Rule 416(c) under this Securities Act of 1933,
     this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

                                1
(2)  In accordance with Rule 457(n)(1), the proposed maximum
     aggregate offering price is based on the average of the high
     and low prices reported on the New York Stock Exchange on
     March 27, 1996. The price is an estimate used solely for the
     purpose of computing the filing fee and is not a
     representation of the actual offering price.
(3)  The registration fee has been established pursuant to
     Section 6(b) of the Securities Act of 1933.

                                2
Part I

The Section 10(a) prospectus relating to the Payless ShoeSource,
Inc. Profit Sharing Plan (the "Plan") is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-
8.

                               I-1
Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by
reference:

(a)  Registrant's Annual Report on Form 10-K filed for the fiscal
     year ended January 28, 1995.

(b)  All other reports filed pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934, as amended, since the
     end of the fiscal year covered by Registrant's Annual Report
     referred to in (a) above, including Registrant's Quarterly
     Reports on Form 10-Q, if any.

(c)  The description of the Registrant's shares of common stock
     contained in the Registrant's registration statement
     (Registration No. 33-8430) on Form S-4 dated September 2,
     1986, filed by Registrant pursuant to Section 12 of the
     Securities Exchange Act of 1934, as amended, and
     Registrant's Restated Certificate of Incorporation
     (incorporated herein by reference to Exhibit 3(a) of
     Registrant's Annual Report on Form 10-K for the year ended
     January 29, 1994), including any amendment or report filed
     for the purpose of updating such description.

     In addition, all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.  Any statement contained herein
or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any statement so modified or superseded shall
not be deemed, except as so modified and amended, to constitute
part of this Registration Statement.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.
Not Applicable.
                              II-1
Item 6. Indemnification of Directors and Officers.
Article 7 of the New York Business Corporation Law ("NYBCL") and
a provision of the Registrant's By-Laws provide for the
indemnification of directors and officers under certain
conditions including the possibility of indemnification against
liabilities under the Securities Act of 1933 (the "Act"). In
addition, the Registrant has entered into indemnification
agreements with each director and certain executive officers of
the Registrant. Each indemnification agreement provides, among
other things, (i) for indemnification to the fullest extent
permitted by law against all expenses, judgments, fines,
penalties incurred in connection with, and amounts paid in
settlement of, any claim against the indemnified party, provided
it is determined pursuant to the agreement that the indemnitee is
entitled to be indemnified under the applicable standard of
conduct under the NYBCL; (ii) for advancement of expenses to the
indemnitee in connection with the indemnitee's defense of any
threatened or pending claim, provided that if it is determined
pursuant to the agreement that the indemnitee would not be
permitted to be indemnified under applicable law, the Registrant
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for
the benefit of the indemnitee in the event of a potential change
in control of the Registrant which shall be funded from time to
time at the request of the indemnitee in an amount sufficient to
satisfy the Registrant's indemnification obligations under the
agreement; and (iv) that no legal action be brought and no cause
of action be asserted by or on behalf of the Registrant against
the indemnitee after the expiration of the earlier of the
applicable statute of limitations or two years after the date of
accrual of such cause of action. Similar indemnification
agreements may be entered into from time to time with additional
officers of the Registrant.  In addition, the Registrant has a
directors and officers liability insurance policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:

(4)(a)       Restated Certificate of Incorporation of the
             Registrant, (incorporated herein by reference to
             Exhibit 3(a) of the Registrant's Annual Report on
             Form 10-K for the Fiscal Year ended January 29,
             1994)

(4)(b)       By-laws of the Registrant 

                              II-2
(4)(c)       Form of Rights Agreement, dated as of August 19,
             1994, between Registrant and The Bank of New York,
             which includes as Exhibit A thereto, the Form of
             Rights Certificate (incorporated herein by
             reference to Exhibit 1 of the Registrant's Current
             Report on Form 8-K dated September 2, 1994)

(23)(a)      Consent of Arthur Andersen LLP

(24) Powers of Attorney

Item 9. Undertakings.
(a) The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement and to include any material information with
     respect to the plan of distribution not previously disclosed
     in this Registration Statement or any material change to
     such information in this Registration Statement;

     (2) That, for the purpose of determining liability under the
     Securities Act of 1933, each post-effective amendment shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof;

     (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as 

                              II-3
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification (other than the payment by
the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d)  Pursuant to Item 8(b) of Form S-8, in lieu of (i) an opinion
of counsel concerning the Plan's compliance with the requirements
of ERISA or (ii) an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under Section 401
of the Internal Revenue Code of 1986, as amended, the undersigned
Registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make
all changes required by the IRS to qualify the Plan.

                              II-4
SIGNATURES 

The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 1st day of April, 1996.

                          THE MAY DEPARTMENT STORES COMPANY

                          By:     /s/ Richard A. Brickson    
                          Name: Richard A. Brickson
                          Title: Secretary and Senior Counsel

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:

Signature            Title                       Date

David C. Farrell*    Director, Chairman of the   April 1, 1996
David C. Farrell     Board and Chief Executive
                     Officer (Principal
                     Executive Officer)

Jerome T. Loeb*      Director, President and     April 1, 1996
Jerome T. Loeb       Chief Financial Officer 
                     (Principal Financial and
                     Accounting Officer)

Richard L. Battram*  Director and Executive      April 1, 1996
Richard L. Battram    Vice Chairman

Thomas A. Hays*      Director and Deputy         April 1, 1996
Thomas A. Hays       Chairman

Eugene S. Kahn*      Director and Vice           April 1, 1996
Eugene S. Kahn        Chairman                                   

Anthony J. Torcasio* Director and President      April 1, 1996
Anthony J. Torcasio  and Chief Executive Officer - 
                     May Merchandising Company                   

Edward H. Meyer*     Director                    April 1, 1996
Edward H. Meyer                                  

Russell E. Palmer*   Director                    April 1, 1996
Russell E. Palmer
                              II-5
Michael R. Quinlan*  Director                    April 1, 1996
Michael R. Quinlan

William P. Stiritz*  Director                    April 1, 1996
William P. Stiritz

Robert D. Storey*    Director                    April 1, 1996
Robert D. Storey

Murray L. Weidenbaum* Director                   April 1, 1996
Murray L. Weidenbaum

*    By:   /s/ Richard A. Brickson 
         Richard A. Brickson
         Attorney-in-Fact

The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Administrative Subcommittee of the Payless ShoeSource,
Inc. Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 1st day of April, 1996.

Payless ShoeSource, Inc. Profit Sharing Plan
 

     By:   /s/ Richard A. Brickson   
         Richard A. Brickson, Member
         Administrative Subcommittee

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature              Title                         Date

                    Member, Administrative      April 1, 1996
Donald N. Baxter     Subcommittee               

                    Member, Administrative      April 1, 1996
Richard A. Brickson  Subcommittee               

                    Member, Administrative      April 1, 1996
Jan R. Kniffen       Subcommittee               

                              II-6
EXHIBIT INDEX

(4)(a)     Restated Certificate of Incorporation of the
           Registrant, (incorporated herein by reference to
           Exhibit 3(a) of the Registrant's Annual Report on
           Form 10-K for the Fiscal Year ended January 29, 1994)

(4)(b)     By-laws of the Registrant

(4)(c)     Form of Rights Agreement, dated as of August 19,
           1994, between Registrant and The Bank of New York,
           which includes as Exhibit A thereto, the Form of
           Rights Certificate (incorporated herein by reference
           to Exhibit 1 of the Registrant's Current Report on
           Form 8-K dated September 2, 1994)

(23)(a)    Consent of Arthur Andersen LLP

(24)       Powers of Attorney
EXHIBIT 4(b)

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                             BY-LAWS

                               OF

                THE MAY DEPARTMENT STORES COMPANY

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                 [As in effect, March 15, 1996]
BY-LAWS

                               OF

                THE MAY DEPARTMENT STORES COMPANY

                       __________________

                           ARTICLE I.

                    MEETINGS OF STOCKHOLDERS

     Section 1.  The annual meeting of stockholders shall be held
on such date (not more than fifteen 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 stockholders shall be mailed at least 
ten days previous to the date of such meeting, postage prepaid,
to each stockholder of record in the Company entitled to vote
thereat, at such address as shall appear on the books of the Com-
pany.

     Section 3.  Special meetings of the stockholders may be
called by resolution of the board of directors.  The business
transacted at any special meeting of stockholders 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
stockholders stating the date, time, place and object thereof,
shall be mailed, postage prepaid, at least ten days before the
date specified for such meeting to each stockholder 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 stockholders each stock-
holder 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.  Whenever a stockholder shall vote by proxy, the
authority or proxy shall be in writing, subscribed by the stock-
holder in whose name the said stock shall stand on the books of
the Company, and shall, if requested by any stockholder, or
proxy, be exhibited at the time of such meeting to the presiding
officer and filed by him with the secretary of the Company.

     Section 7.  No stockholder 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 stockholders.

     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 or in the
Certificate of Incorporation, the holders of not less than a
majority of the common stock 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 stockholders for the transaction of business, including the
election of directors.  The holders of a majority of the common
stock 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 ad-
journment shall be for a period not exceeding twenty days), with-
out 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 stockholders shall at each annual meeting
choose two persons (who need not be stockholders and who shall
not be candidates for election to the board of directors) to act
as inspectors of election at all meetings of stockholders until
the close of the next annual meeting.  In case of a failure to
elect inspectors, or if any inspector shall refuse to serve or
neglect to attend any meeting, or if his office shall become va-
cant, the chairman of the meeting may appoint an inspector or
inspectors, as the case may be, to act at such meeting.

     Section 11. To be properly brought before the annual or any
special stockholders' meeting, business must be either (a) speci-
fied 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 stock-
holder.  In addition to any other applicable requirements, for
business to be properly brought before the annual or any special
stockholders' meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the
Company.  To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of
the Company not less than 75 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
90 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stock-
holder to be timely must be so received not later than the close
of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public dis-
closure was made, whichever first occurs.  Such stockholder's
notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief des-
cription 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 stockholder proposing such
business, (iii) the class and number of shares of common stock of
the Company which are beneficially owned by the stockholder and
(iv) any material interest of the stockholder 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 Sec-
tion 11, provided, however, that nothing in this Section 11 shall
be deemed to preclude discussion by any stockholder of any busi-
ness 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 pro-
perly brought before the meeting in accordance with the provi-
sions 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.  Nomina-
tions 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
stockholder 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 stockholder's notice must be delivered
to or mailed and received at the principal executive offices of
the Company not less than 75 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
90 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the
close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs.  Such stockholder's
notice to the secretary shall set forth (a) as to each person
whom the stockholder 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 Rule 14a under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice (i) the name and record address of the
stockholder and (ii) the class and number of shares of common
stock of the Company which are beneficially owned by the
stockholder.  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 dis-
regarded.

                           ARTICLE II.

                     THE BOARD OF DIRECTORS

     Section 1.  The business and affairs of the Company shall be
managed and conducted by a board of fifteen directors.

     [The first paragraph of Section 1 of Article II has been
     amended, effective May 24, 1996, so that the first paragraph
     shall, effective May 24, 1996, read in its entirety as
     follows:

                 Section 1.  The business and affairs of the
                 Company shall be managed and conducted by a
                 board of fourteen 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.  A
director elected to fill a newly created directorship, and a di-
rector elected to fill a vacancy, shall be elected to hold office
until the next ensuing annual meeting of stockholders of the Com-
pany, or until his successor shall be chosen and qualified in his
stead.
Section 2.  The directors shall prescribe rules and regula-
tions for voting at all elections and shall cause the result of
each such election to be filed with the minutes of the proceed-
ings of the board of directors, or of any committee of the board
of directors appointed in accordance with Section 12 of this Art-
icle II.

     Section 3.  The board of directors at its first meeting
after each annual meeting of stockholders, 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 presi-
dents, 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 an-
nual meeting of stockholders, 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 secre-
tary, 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 presi-
dents, 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.  One-third of all the directors shall be required
to be present at any meeting to constitute a quorum for the
transaction of business, but the director or directors present at
any meeting may adjourn said meeting from time to time and from
place to place until such quorum is present.
All matters coming before the board of directors shall, ex-
cept as otherwise provided by law or by these By-laws, be deter-
mined 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 participat-
ing in the meeting to hear each other at the same time.  Partici-
pation 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 New York, 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 stockholders 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 an-
nual 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 chair-
man of the board, the president, the vice chairman of the board,
or the secretary or the treasurer.  Notice of each special meet-
ing shall be deposited in the mail, sent by telegram or delivered
by hand to each director not later than the day preceding the
date of such meeting, but need not specify the object or objects
of such special meeting.  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 re-
maining directors.
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 by a majority vote
of its entire number appoint an executive committee, including
the chairman thereof, such executive committee to consist of such
chairman, who shall be a director, and such additional number of
directors, not less than two, as the board of directors shall
from time to time determine, and may from time to time designate
the number of such executive committee that shall constitute a
quorum and may provide for the holding of regular meetings there-
of.  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 and by the Certificate of Incorpora-
tion, the executive committee shall have and may exercise all the
powers vested in the board of directors during the intervals be-
tween 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 there-
in, and may increase or decrease the membership thereof.  The
executive committee shall designate from among its members a sec-
retary and may designate from among its members an acting chair-
man to serve in the absence of the chairman of the executive com-
mittee.  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 thereof 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, by a majority vote of its entire
number, appoint such other committees, each consisting of three
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 712 of the New York Business Corporation
Law, the board of directors from time to time may by resolution
prescribe for each such committee such duties, powers and author-
ity as the board of directors shall deem appropriate.

     Section 13. In addition to the powers by these By-laws ex-
pressly conferred upon them, the board of directors may exercise
such powers and do such lawful acts and things as are not pro-
hibited by law or required by the Certificate of Incorporation or
by these By-laws to be exercised and done by the stockholders.
Section 14. Directors as such may be paid such compensation
as the board of directors may from time to time determine.  Noth-
ing herein contained shall be construed to preclude any director
from serving the Company in any other capacity and receiving com-
pensation therefor.

     Section 15. Anything in this Article II to the contrary not-
withstanding, 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 commit-
tee consent in writing to the adoption of a resolution authoriz-
ing 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 di-
rectors or such committee.

                          ARTICLE III.

                        ELECTED OFFICERS

     The elected officers of the Company shall be the chairman of
the executive committee, the chairman of the board, the presi-
dent, the vice chairman of the board, the secretary, the trea-
surer, 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 man-
agement of the Company as may be provided by appropriate resolu-
tion 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 suf-
ficient, 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, to the fullest extent now or
hereafter authorized or permitted by applicable law, indemnify
any person who is or was made, or threatened to be made, a party
to, or is involved in, any threatened, pending or completed
action, suit or proceeding, including, without limitation, those
which are civil, criminal, administrative or investigative, those
involving any actual or alleged breach of duty, neglect or error,
any accountability, or any actual or alleged misstatement, mis-
leading statement or other act or omission and those brought or
threatened in any court or administrative or legislative body or
agency, including an action by or in the right of the Company to
procure a judgment in its favor and an action by or in the right
of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee bene-
fit plan or other enterprise, which any director or officer of
the Company is serving, has served or has agreed to serve in any
capacity at the request of the Company, by reason of the fact
that such person, or his or her testator or intestate, is or was
or has agreed to become a director or officer of the Company, or
is serving or has agreed to serve such other corporation, part-
nership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts
paid or to be paid in settlement, and expenses (including
attorneys' fees, costs and charges) incurred as a result of such
action, suit or proceeding, or appeal therein; provided, however,
that, except for proceedings to enforce rights to indemnifica-
tion, the Company shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal
or legal representatives) in connection with an action, suit or
proceeding (or part thereof) initiated by such person unless such
action, suit or proceeding (or part thereof) was authorized or
consented to by the board of directors of the Company. 

     Section 2.  The Company may indemnify any person (including
a person entitled to indemnification pursuant to Section 1) to
whom the Company is permitted to provide indemnification or the
advancement of expenses to the fullest extent now or hereafter
authorized or permitted by applicable law, whether pursuant to
rights granted pursuant to, or provided by, the New York Business
Corporation Law, or any other law, or other rights created by (a)
a resolution of shareholders, (b) a resolution of directors, or
(c) an agreement providing for such indemnification, it being
expressly intended that this Article VI authorizes the creation
of other rights in any such manner.

     Section 3.  The Company shall, from time to time, reimburse
or advance to any person referred to in Section 1 the funds nec-
essary for payment of expenses incurred in connection with any
action, suit or proceeding referred to in Section 1, upon receipt
of a written undertaking by or on behalf of such person to repay
such amount(s) if a judgment or other final adjudication adverse
to the director or officer establishes that (a) his or her acts
were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the
cause of action so adjudicated, or (b) he or she personally
gained in fact a financial profit or other advantage to which he
or she was not legally entitled.

     Section 4.  The right to be indemnified or to the reimburse-
ment or advancement of expenses pursuant to Section 1 or 3 of
this Article VI or a resolution authorized pursuant to Section 2
of this Article VI (a) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions here-
of (or of any such resolution) were set forth in a separate writ-
ten contract between the Company and such person, (b) is intended
to be retroactive and shall, to the extent now or hereafter
authorized or permitted by law, be available with respect to
events occurring prior to the adoption hereof, and (c) shall con-
tinue to exist after the rescission or restrictive modification
hereof with respect to events occurring prior thereto.

                          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 ex-
change, 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
stockholders 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 holders 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 stockholder shall be evi-
denced 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 sec-
retary or an assistant secretary and sealed with the seal of the
Company, and shall be countersigned and registered in such man-
ner, if any, as the board of directors may by resolution pre-
scribe; 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 of-
ficer had not ceased to be such at the date of its issue.

     Section 2.  Shares of stock of the Company shall be trans-
ferred 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 certifi-
cate 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 certifi-
cates, may in its discretion require the owner of the stock rep-
resented 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 certif-
icate.  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 form around the
words and figures "Corporate Seal -- 1910 -- New York" and shall
be kept by the secretary in the office of the Company.  The im-
pression 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

     The foregoing By-laws may be amended or added to, by vote of
two-thirds of all the directors of the Company, at any meeting of
the board of directors, provided that the substance of the pro-
posed 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 by mail at least ten days before; waiver of notice by
any director being deemed equivalent to such notice to him.

     The foregoing By-laws may also be amended at any general or
special meeting of stockholders, 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.
EXHIBIT 23 (a)

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report dated February 20, 1995, incorporated by
reference in The May Department Stores Company's Form 10-K for
the year ended January 28, 1995, and to all references to our
firm included in this registration statement.

     

ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
April 1, 1996
EXHIBIT 24

                        POWER OF ATTORNEY
 

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 21st day of March, 1996.

                                    /s/ Richard L. Battram    
                                  Richard L. Battram
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 21st day of March, 1996.

                                    /s/ David C. Farrell         
                                  David C. Farrell
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 21st day of March, 1996.

                                    /s/ Thomas A. Hays           
                                  Thomas A. Hays
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 20th day of March, 1996.

                                    /s/ Jerome T. Loeb           
                                  Jerome T. Loeb
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 1st day of April, 1996.

                                    /s/ Eugene S. Kahn        
                                  Eugene S. Kahn
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 1st day of April, 1996.

                                    /s/ Anthony J. Torcasio    
                                  Anthony J. Torcasio
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 28th day of March, 1996.

                                    /s/ Edward H. Meyer          
                                  Edward H. Meyer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 28th day of March, 1996.

                                    /s/ Russell E. Palmer        
                                  Russell E. Palmer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of March, 1996.

                                    /s/ Michael R. Quinlan       
                                  Michael R. Quinlan
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 27th day of March, 1996.

                                    /s/ William P. Stiritz       
                                  William P. Stiritz
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 27th day of March, 1996.

                                    /s/ Robert D. Storey         
                                  Robert D. Storey
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to the Payless ShoeSource, Inc. Profit Sharing Plan and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 1st day of April, 1996.

                                    /s/ Murray L. Weidenbaum     
                                  Murray L. Weidenbaum