<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2003
                                 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)

                Delaware                        43-1104396
     (State or other jurisdiction of        (I.R.S. Employer
     incorporation or organization)        Identification No.)

611 Olive Street, St. Louis, Missouri            63101-1799
(Address of Principal Executive Offices)         (Zip Code)

                THE MAY DEPARTMENT STORES COMPANY
                       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 63101-1799
                          (314) 342-6300
    (Name, Address and Telephone Number of Agent for Service)

                    CALCULATION OF REGISTRATION FEE
                              Proposed     Proposed
Title of                      Maximum      Maximum
Securities    Amount          Offering     Aggregate   Amount of
To Be         To Be           Price Per    Offering    Registration
Registered(1) Registered(1)   Unit(2)      Price (2)   Fee(3)
Common Stock
($.50 par     5,500,000
value)        shares          $19.15   $105,325,000.00  $9,689.90

(1)  In addition, pursuant to Rule 416(c) under the Securities Act, this
     registration statement also covers an indeterminate amount of interests
     to be offered or sold pursuant to the employee benefit plan described in
     this registration statement.

(2)  Under Rules 457(c) and (h) of the Securities Act, the registration fee
     was based on the average of the high and low sale price of The May
     Department Stores Company's common stock on February 13, 2003 on the
     New York Stock Exchange.

(3)  Established pursuant to Section 6(b) of the Securities Act.

<PAGE>
Explanatory Note

The May Department Stores Company ("May") is filing this registration
statement to register an additional 5,500,000 shares of its common stock,
which may be offered or sold under The May Department Stores Company Profit
Sharing Plan (the "May Profit Sharing Plan").  These shares are of the same
class as other securities of May for which a Registration Statement on Form S-
8 (No. 333-76227) is already effective.  The contents of Registration
Statement No. 333-76227 filed by May on April 13, 1999, are incorporated by
reference.

Part I

Information Required in the Section 10(a) Prospectus

The document(s) containing the information specified in Part I of Form S-8 are
not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement.



                               I-1

<PAGE>
Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.
May incorporates by reference the following SEC filings in this registration
statement:

     (a)  May's Annual Report on Form 10-K for the fiscal year ended February 2,
          2002.

     (b)  The May Profit Sharing Plan's Annual Report on Form 11-K for the year
          ended December 31, 2001.

     (c)  May's Quarterly Report on Form 10-Q for the quarterly period ended May
          4, 2002.

     (d)  May's Quarterly Report on Form 10-Q for the quarterly period ended
          August 3, 2002.

     (e)  May's Quarterly Report on Form 10-Q for the quarterly period ended
          November 2, 2002.

     (f)  May's Current Report on Form 8-K, filed on April 8, 2002.

     (g)  May's Current Report on Form 8-K, filed on April 12, 2002.

     (h)  May's Current Report on Form 8-K, filed on May 6, 2002.

     (i)  May's Current Report on Form 8-K, filed on May 23, 2002.

     (j)  May's Current Report on Form 8-K, filed on July 9, 2002.

     (k)  May's Current Report on Form 8-K, filed on January 17, 2003.

     (l)  The description of May's common stock contained in May's Registration
          Statement (Registration No. 333-91751) on Form S-4 dated November 30,
          1999, filed pursuant to Section 12 of the Exchange Act and May's
          Amended and Restated Certificate of Incorporation (incorporated herein
          by reference to Exhibit 4(a) of Post-Effective Amendment No. 1 to Form
          S-8, filed May 29, 1996), and May's Certificate of Amendment of the
          Amended and Restated Certificate of Incorporation, dated May 21, 1999
          (incorporated herein by reference to Exhibit 3(b) of Form 10-Q, filed
          June 8, 1999), including any amendment or report filed for the purpose
          of updating such description.

In addition, all documents filed by registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which registers all securities then remaining unsold, shall be deemed to be


                               II-1
<PAGE>
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 herein by reference 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, modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed
to constitute part of this registration statement, except as so modified and
amended.

Information About Financial Statements Incorporated by Reference into this
Registration Statement.

On April 10, 2002, May announced that May's Board of Directors, upon the
recommendation of its audit committee, had engaged Deloitte & Touche LLP to
replace Arthur Andersen LLP ("Arthur Andersen") as May's independent
accountants.  The decision to replace Arthur Andersen as May's independent
accountants was not the result of any disagreement with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures.

May's audited financial statements, incorporated herein by reference to its
Annual Report on Form 10-K for the fiscal year ended February 2, 2002, and the
May Profit Sharing Plan's audited financial statements, incorporated herein by
reference to the May Profit Sharing Plan's Annual Report on Form 11-K for the
year ended December 31, 2001, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in its reports with respect
thereto, and are incorporated herein by reference in this registration
statement in reliance upon the authority of said firm as experts in giving
said report.  Arthur Andersen LLP has not consented to the incorporation by
reference of its reports in this registration statement and May has dispensed
with the requirement to file such consent in reliance upon Rule 437a of the
Securities Act.  The absence of such consent may limit recovery by investors
on certain claims.  In particular, because Arthur Andersen has not consented
to the incorporation by reference of its reports in this registration
statement, a member in the May Profit Sharing Plan will not be able to recover
against Arthur Andersen under Section 11 of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen or any omissions to state a material fact required to be
stated therein.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.
Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California ("Skadden,
Arps") has given an opinion on the compliance of the amended provisions of the
May Profit Sharing Plan with the applicable requirements of ERISA.  Helene L.
Kaplan, who is of counsel to Skadden, Arps, is a member of May's board of
directors and owns 17,504 shares of May common stock.

                               II-2

<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a corporation,
under certain circumstances, to indemnify its directors and officers
(including reimbursement for expenses incurred).  May has provided for
indemnification of its directors and officers to the extent permitted by the
provisions of the Delaware statute in its charter, by-laws and otherwise,
including by entering into indemnification agreements with the directors and
certain executive officers of May.  May also has a directors and officers
liability insurance policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.

Exhibit
Number       Description
4.1          Amended and Restated Certificate of Incorporation of May
             (incorporated herein by reference to Exhibit 4(a) of Post-
             Effective Amendment No. 1 to Form S-8 filed May 29, 1996).

4.2          Certificate of Amendment of the Amended and Restated
             Certificate of Incorporation (incorporated herein by
             referenced to Exhibit 3(b) of Form 10-Q filed June 8, 1999).

4.3          By-laws of May.

4.4          Rights Agreement, dated as of August 19, 1994, between The
             May Department Stores Company, a New York corporation ("May
             New York") and The Bank of New York, as Rights Agent, which
             includes as Exhibit A thereto, the Form of Rights Certificate
             (incorporated herein by reference to Exhibit 1 of May
             New York's Current Report on Form 8-K dated September 2,
             1994).

4.5          Assignment and Assumption of the Rights Agreement, dated
             May 24, 1996, among May New York, May and The Bank of
             New York, as Rights Agent (incorporated by reference to Post-
             Effective Amendment No. 1 to Form S-8 filed May 29, 1996).

5.1          Internal Revenue Service Determination Letter dated October
             9, 2002, determining that the May Profit Sharing Plan is
             qualified under Section 401 of the Internal Revenue Code.

5.2          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re:
             compliance of amended provisions of the May Profit Sharing
             Plan, with ERISA requirements pertaining to such provisions.

23.1         Consent of Arthur Andersen LLP (dispensed with pursuant to
             Rule 437a of the Securities Act).


                               II-3

<PAGE>
23.2         Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
             in the opinion filed as Exhibit 5.2 to this registration
             statement).

24           Powers of Attorney.

Item 9. Undertakings.
(a) The undersigned 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 the registration statement or any material
     change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the
     Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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 Exchange Act and will be governed by
the final adjudication of such issue.


                               II-4
<PAGE>
                           SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
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
20th day of February, 2003.

                               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, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:

Signature                          Title                   Date

Principal Executive Officer:
Eugene S. Kahn*              Director, Chairman of      February 7, 2003
Eugene S. Kahn               the Board and Chief
                             Executive Officer

Principal Financial and Accounting Officer:

Thomas D. Fingleton*         Executive Vice President   February 7, 2003
Thomas D. Fingleton          and Chief Financial
                             Officer

John L. Dunham*              Director and President     February 7, 2003
John L. Dunham

R. Dean Wolfe*               Director and Executive
R. Dean Wolfe                Vice President of
                             Acquisitions and Real      February 7, 2003
                             Estate

Marsha J. Evans*             Director                   February 11, 2003
Marsha J. Evans

James M. Kilts*              Director                   February 13, 2003
James M. Kilts

Russell E. Palmer*           Director                   February 10, 2003
Russell E. Palmer

Michael R. Quinlan*          Director                   February 11, 2003
Michael R. Quinlan


                               II-5

<PAGE>

Joyce M. Roche*              Director                   February 11, 2003
Joyce M. Roche



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





                               II-6


<PAGE>
The Plan.  Pursuant to the requirements of the Securities Act, the
Administrative Subcommittee of The May Department Stores Company 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 20th day of February, 2003.

The May Department Stores Company Profit Sharing Plan


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


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

Signature                Title                    Date

/s/Richard A. Brickson   Member, Administrative   February 20, 2003
Richard A. Brickson      Subcommittee

/s/Jan R. Kniffen        Member, Administrative   February 20, 2003
Jan R. Kniffen           Subcommittee

/s/Timothy J. Logan      Member, Administrative   February 20, 2003
Timothy J. Logan         Subcommittee







                               II-7

<PAGE>
EXHIBIT INDEX

Exhibit
Number    Description

4.1       Amended and Restated Certificate of Incorporation of May
          (incorporated herein by reference to Exhibit 4(a) of Post-
          Effective Amendment No. 1 to Form S-8 filed May 29, 1996).

4.2       Certificate of Amendment of the Amended and Restated Certificate
          of Incorporation (incorporated herein by referenced to Exhibit
          3(b) of Form 10-Q filed June 8, 1999).

4.3       By-laws of May.

4.4       Rights Agreement, dated as of August 19, 1994, between The May
          Department Stores Company, a New York corporation ("May New York")
          and The Bank of New York, as Rights Agent, which includes as
          Exhibit A thereto, the Form of Rights Certificate (incorporated
          herein by reference to Exhibit 1 of May New York's Current Report
          on Form 8-K dated September 2, 1994).

4.5       Assignment and Assumption of the Rights Agreement, dated May 24,
          1996, among May New York, May and The Bank of New York, as Rights
          Agent (incorporated by reference to Post-Effective Amendment No. 1
          to Form S-8 filed May 29, 1996).

5.1       Internal Revenue Service Determination Letter dated October 9,
          2002, determining that the May Profit Sharing Plan is qualified
          under Section 401 of the Internal Revenue Code.

5.2       Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re: compliance
          of amended provisions of the May Profit Sharing Plan with ERISA
          requirements pertaining to such provisions.

23.1      Consent of Arthur Andersen LLP (dispensed with pursuant to Rule
          437a of the Securities Act).

23.2      Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
          the opinion filed as Exhibit 5.2 to this registration statement).

24        Powers of Attorney.



                               II-8

<PAGE>
                                                      EXHIBIT 4.3





                             BY-LAWS

                                OF

                THE MAY DEPARTMENT STORES COMPANY
                     (a Delaware Corporation)











            Revised and Amended as of January 17, 2003




<PAGE>
                             BY-LAWS

                                OF

                THE MAY DEPARTMENT STORES COMPANY
                     (a Delaware Corporation)

              (as amended through January 17, 2003)

                        ------------------

                            ARTICLE I.

                     MEETINGS OF SHAREOWNERS

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

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

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

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

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

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

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

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

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

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

   Section 11. To be properly brought before the annual or any special
shareowners' meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the board,
(b) otherwise properly brought before the meeting by or at the direction of
the board or (c) otherwise properly brought before the meeting by a
shareowner.  In addition to any other applicable requirements, for business to
be properly brought before the annual or any special shareowners' meeting by a
shareowner, the shareowner must have given timely notice thereof in writing to
the secretary of the Company.  To be timely, a shareowner's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 90 days nor more than 105 days prior to the anniversary
date of the immediately preceding annual meeting of shareowners; provided,
however, that in the event that the annual or special meeting is called for a
date that is not within thirty days before or after such anniversary date,
notice by the shareowner to be timely must be so received not later than the
close of business on the 15th day following the first day on which notice or

                                2
<PAGE>
public disclosure of the date of the meeting is given or made to shareowners.
Public disclosure shall include, but not be limited to, disclosure in a filing
with the Securities and Exchange Commission or similar governmental agency.
Such shareowner's notice to the secretary shall set forth as to each matter
the shareowner proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and record address of
the shareowner proposing such business, (iii) the class and number of shares
of common stock of the Company which are beneficially owned by the shareowner
and (iv) any material interest of the shareowner in such business.

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

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

   Section 12. Except as provided in Section 1 of Article II, only persons
who are nominated in accordance with the following procedures shall be
eligible for election as directors.  Nominations of persons for election to
the board of directors of the Company at the annual meeting may be made at
that meeting by or at the direction of the board of directors, by any
nominating committee or person appointed by the board of directors or by any
shareowner of the Company entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
12.  Such nominations, other than those made by or at the direction of the
board of directors, shall be made pursuant to timely notice in writing to the
secretary of the Company.  To be timely, a shareowner's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 90 days nor more than 105 days prior to the anniversary
date of the immediately preceding annual meeting of shareowners; provided,
however, that in the event that the annual meeting is called for a date that
is not within thirty days before or after such anniversary date, notice by the
shareowner to be timely must be so received not later than the close of
business on the 15th day following the first day on which notice or public
disclosure of the date of the meeting is given or made to shareowners.  Public
disclosure shall include, but not be limited to, disclosure in a filing with
the Securities and Exchange Commission or similar governmental agency.  Such
shareowner's notice to the secretary shall set forth (a) as to each person
whom the shareowner proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of common stock of the Company which are
beneficially owned by the person, and (iv) any other information relating to
the person that is required to be disclosed in solicitations for proxies for

                                3
<PAGE>
election of directors pursuant to Section 14 of the Securities Exchange Act of
1934, as amended; and (b) as to the shareowner giving the notice (i) the name
and record address of the shareowner and (ii) the class and number of shares
of common stock of the Company which are beneficially owned by the shareowner.
Such notice shall be accompanied by the executed consent of each nominee to
serve as a director if so elected. The Company may require any proposed
nominee to furnish such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee to serve as a
director of the Company.

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

                           ARTICLE II.

                      THE BOARD OF DIRECTORS

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

   Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board of directors for any reason may
be filled by vote of a majority of the directors then in office, although less
than a quorum or by the sole remaining director.  A director elected to fill a
newly created directorship, and a  director elected to fill a vacancy, shall
hold office for the remainder of the term of the Class to which such director
was elected and until his successor shall be chosen and qualified in his
stead.

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

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

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

                                4
<PAGE>
   The chairman of the executive committee, the chairman of the board, the
president and the vice chairman of the board shall be members of the board of
directors.  No other officers need be members of the board of directors.

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

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

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

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

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

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

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

   Section 8. Subject to Section 15 of this Article II, there shall be an
annual meeting of the board of directors on the day of the annual meeting of
shareowners in each year or as soon thereafter as convenient, such annual

                                5
<PAGE>
meeting to be at such place and time (and, if applicable, on such date) as the
chairman of the board shall designate by written notice to the directors, and
regular meetings shall be held on such dates and at such times and places
either as the directors shall by resolution provide or as the chairman of the
board shall designate by written notice to the directors. Except as above
provided, no notice of said annual meeting or such regular meetings of the
board of directors need be given.

   Section 9. Special meetings of the board of directors may be called by
the chairman of the executive committee, the chairman of the board, the
president, the vice chairman of the board, or the secretary or the treasurer.
Notice thereof stating the place, date and hour of the meeting shall be given
to each director either by mail not less than forty-eight (48) hours before
the date of the meeting, by telephone or facsimile transmission not later than
the day preceding the date of such meeting, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in
the circumstance.  Special meetings shall be called by one of the foregoing
officers in like manner on the written request of five directors, specifying
the object or objects of such special meeting.  In the event that one of the
foregoing officers shall fail to call a meeting within two days after receipt
of such request, such meeting may be called in like manner by the directors
making such request.

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

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

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

                                6
<PAGE>
in the mail, sent by telegram or delivered by hand not less than two days
prior to the date of such meeting.  Waiver of notice by any member of the
executive committee, whether before or after the meeting to which such waiver
relates, shall be equivalent to notice.

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

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

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

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

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

                                7
<PAGE>
the board of directors, a committee thereof or the shareowners.  Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or of a committee which authorizes the
contract or transaction.

                           ARTICLE III.

                         ELECTED OFFICERS

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

                           ARTICLE IV.

                 AUTHORITY AND DUTIES OF OFFICERS

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

                            ARTICLE V.

               DUTIES OF OFFICERS MAY BE DELEGATED

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

                           ARTICLE VI.

                         INDEMNIFICATION

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



                                8
<PAGE>
   Section 2. The Company may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company
or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of the law.  The Company may create a
trust fund, grant a security interest and/or use other means (including,
without limitation, letters of credit, surety bonds and/or other similar
arrangements), as well as enter into contracts providing for indemnification
to the fullest extent authorized or permitted by law and including as part
thereof any or all of the foregoing, to ensure the payment of such sums as may
become necessary to effect full indemnification.

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

                           ARTICLE VII.

               POWER OF OFFICERS TO CONTRACT, ETC.

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

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

                          ARTICLE VIII.

                        ORDER OF BUSINESS

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

   1.        The election of directors.

   2.        Other matters to be acted upon.

   3.        The reports of officers.





                                9
<PAGE>
   4.        Election of inspectors of election.

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

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

                           ARTICLE IX.

                         SHARES OF STOCK

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

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

   Section 3.  The board of directors may direct a new certificate or
certificates of stock to be issued in the place of any certificate or
certificates theretofore issued and alleged to have been lost, stolen or
destroyed; but the board of directors, when authorizing the issue of such new
certificate or certificates, may in its discretion require the owner of the
stock represented by the certificate so lost, stolen or destroyed, or his
legal representatives, to execute and deliver to the Company a bond with one
or more sureties, in such sum as it may direct, indemnifying the Company and
its agents against any claim that may be made against it by reason of the
issue of such new certificate.  The board of directors, however, may refuse to
authorize any such new certificate except upon the order of a court having
jurisdiction in such matter.




                                10
<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 around the words and figures "Corporate Seal
-- Delaware" and shall be kept by the secretary in the office of the Company.
The impression of the seal may be made and attested upon contracts,
certificates of stock and other papers requiring the seal of the Company, when
authorized by resolution of the board of directors, by the secretary, or by an
assistant secretary or by any other officer of the Company, and the board of
directors may authorize the use of a duplicate corporate seal by any assistant
secretary or other officer of the Company.

                           ARTICLE XII.

                           FISCAL YEAR

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

                          ARTICLE XIII.

                            AMENDMENTS

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

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

                                11
<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.




                                12

<PAGE>
                                                      EXHIBIT 5.1

INTERNAL REVENUE SERVICE               DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201

                                       Employer Identification Number:
Date:                                    43-1104396
                                       DLN:
MAY DEPARTMENT STORES COMPANY            17007063011012
C/O MARY R OTTOSON                     Person to Contact:
611 OLIVE ST                             MICHAEL EDWARDS  ID# 11626
                                         ST. LOUIS, MO 63101-0000
                                       Contact Telephone Number:
                                         (877) 829-5500
                                       Plan Name:
                                          THE MAY DEPARTMENT STORES
                                          COMPANY PROFIT SHARING PLAN
                                       Plan Number:  003

Dear Applicant:

  We have made a favorable determination on the plan identified above
based on the information you have supplied.  Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter in your permanent records.  You must retain this information to
preserve your reliance on this letter.

  Continued qualification of the plan under its present form will depend
on its effect in operation.  See section 1.401-1(b) (3) of the Income Tax
Regulations.  We will review the status of the plan in operation periodically.

   The enclosed Publication 794 explains the significance and the scope of
this favorable determination letter based on the determination requests
selected on your application forms.  Publication 794 describes the information
that must be retained to have reliance on this favorable determination letter.
The publication also provide examples of the effect of a plan's operation on
its qualified status and discusses the reporting requirements for qualified
plans.  Please read Publication 794.

   This letter relates only to the status of your plan under the Internal
Revenue Code.  It is not a determination regarding the effect on other federal
or local statutes.

   This determination letter is applicable for the amendment(s) executed on
February 27, 2002.

   This letter considers the changes in qualification requirements made by
the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Remployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform

<PAGE>
Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of
2000, Pub. L. 106-554.

   This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401(a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

   The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997.  For more details, call 1-800-998-7542 for a free copy of the
SPD card.

   We have sent a copy of this letter to your representative as indicated
in the power of attorney.

   If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                             Sincerely yours,


                                             Paul T. Shultz
                                             Director,
                                             Employee Plans Rulings &
                                             Agreements
Enclosures:
Publication 794







<PAGE>
                                                      EXHIBIT 5.2






                                             February 19, 2003




The Board of Directors
The May Department Stores Company
611 Olive Street
St. Louis, Missouri  63101

         Re:  The May Department Stores Company Profit Sharing Plan,
              as amended and restated through January 1, 2001, and as
              subsequently amended through the date hereof

Ladies and Gentlemen:

          In connection with the Form S-8 Registration Statement (the
"Registration Statement"), being filed on or about February 20, 2003 by the
Company with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations thereunder
(the "Rules"), the Company has requested us to furnish our opinion as to
whether The May Department Stores Company Profit Sharing Plan, as amended and
restated through January 1, 2001 (the "Plan"), and as subsequently amended
through the date hereof, complies with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").

          In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
such documents as we have deemed necessary or appropriate as a basis for the
opinion set forth herein, including (i) the Plan, (ii) the October 9, 2002,
determination letter (the "Determination Letter") from the Internal Revenue
Service (the "IRS") to the effect that the Plan constitutes a qualified plan
under section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and (iii) the Company's nine subsequent amendments through the date
hereof (the "Amendments") to the Plan, which we have been advised by the
Company are the only amendments that have been made to the Plan since the date
of the Determination Letter.  In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such copies.  As
to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.

<PAGE>
The Board of Directors
February 19, 2003
Page 2

          We are admitted to the bar of the States of New York and
California and we express no opinion as to the laws of any other jurisdiction
other than, to the extent specifically referred to herein, the federal laws of
the United States of America.

          Based upon the foregoing, it is our opinion that the applicable
provisions of the Amendments are, in form, in compliance in all material
respects with the applicable requirements of ERISA.  We are, however, giving
no opinion as to whether the Plan, as amended by the Amendments, has been
operated or administrated in compliance with the Amendments or with the other
provisions of the Plan or applicable laws.

          We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.  In giving this consent we do not thereby admit that
we come within the category of persons whose consent is required by the Act
and the Rules.


                           Very truly yours,


                          /s/Skadden, Arps, Slate, Meagher & Flom LLP
                          Skadden, Arps, Slate, Meagher & Flom LLP




<PAGE>
                                                     EXHIBIT 24

                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.



                           /s/Eugene S. Kahn
                           Eugene S. Kahn
                           Director, Chairman of the Board and Chief
                           Executive Officer


Date:  February 7, 2003




<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.



                           /s/Thomas D. Fingleton
                           Thomas D. Fingleton
                           Executive Vice President and Chief Financial
                           Officer



Date:  February 7, 2003








<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints Alan E. Charlson and Richard A. Brickson, or
either 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 a registration statement on Form S-
8, and to sign any and all amendments and post-effective amendments thereto,
with respect to The May Department Stores Company 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.



                           /s/John L. Dunham
                           John L. Dunham
                           Director and President



Date:  February 7, 2003







<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.



                           /s/R. Dean Wolfe
                           R. Dean Wolfe
                           Director and Executive Vice President of
                           Acquisitions and Real Estate



Date:  February 7, 2003








<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, and each or any one of them acting alone, as her true and lawful
attorney-in-fact and agent, with full power of substitution for her and in her
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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 she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute may lawfully do or cause to be done by virtue
thereof.


                           /s/Marsha J. Evans
                           Marsha J. Evans
                           Director



Date:  February 11, 2003






<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.



                           /s/James M. Kilts
                           James M. Kilts
                           Director



Date:  February 13, 2003






<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.



                           /s/Russell E. Palmer
                           Russell E. Palmer
                           Director



Date:  February 10, 2003




<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.



                           /s/Michael R. Quinlan
                           Michael R. Quinlan
                           Director



Date:  February 11, 2003





<PAGE>
                        POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, and each or any one of them acting alone, as her true and lawful
attorney-in-fact and agent, with full power of substitution for her and in her
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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 she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute may lawfully do or cause to be done by virtue
thereof.



                           /s/Joyce M. Roche
                           Joyce M. Roche
                           Director



Date:  February 11 , 2003
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2003
                                 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)

                Delaware                        43-1104396
     (State or other jurisdiction of        (I.R.S. Employer
     incorporation or organization)        Identification No.)

611 Olive Street, St. Louis, Missouri            63101-1799
(Address of Principal Executive Offices)         (Zip Code)

                THE MAY DEPARTMENT STORES COMPANY
                       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 63101-1799
                          (314) 342-6300
    (Name, Address and Telephone Number of Agent for Service)

                    CALCULATION OF REGISTRATION FEE
                              Proposed     Proposed
Title of                      Maximum      Maximum
Securities    Amount          Offering     Aggregate   Amount of
To Be         To Be           Price Per    Offering    Registration
Registered(1) Registered(1)   Unit(2)      Price (2)   Fee(3)
Common Stock
($.50 par     5,500,000
value)        shares          $19.15   $105,325,000.00  $9,689.90

(1)  In addition, pursuant to Rule 416(c) under the Securities Act, this
     registration statement also covers an indeterminate amount of interests
     to be offered or sold pursuant to the employee benefit plan described in
     this registration statement.

(2)  Under Rules 457(c) and (h) of the Securities Act, the registration fee
     was based on the average of the high and low sale price of The May
     Department Stores Company's common stock on February 13, 2003 on the
     New York Stock Exchange.

(3)  Established pursuant to Section 6(b) of the Securities Act.
Explanatory Note

The May Department Stores Company ("May") is filing this registration
statement to register an additional 5,500,000 shares of its common stock,
which may be offered or sold under The May Department Stores Company Profit
Sharing Plan (the "May Profit Sharing Plan").  These shares are of the same
class as other securities of May for which a Registration Statement on Form S-
8 (No. 333-76227) is already effective.  The contents of Registration
Statement No. 333-76227 filed by May on April 13, 1999, are incorporated by
reference.

Part I

Information Required in the Section 10(a) Prospectus

The document(s) containing the information specified in Part I of Form S-8 are
not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement.

                               I-1
Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.
May incorporates by reference the following SEC filings in this registration
statement:

     (a)  May's Annual Report on Form 10-K for the fiscal year ended February 2,
          2002.

     (b)  The May Profit Sharing Plan's Annual Report on Form 11-K for the year
          ended December 31, 2001.

     (c)  May's Quarterly Report on Form 10-Q for the quarterly period ended May
          4, 2002.

     (d)  May's Quarterly Report on Form 10-Q for the quarterly period ended
          August 3, 2002.

     (e)  May's Quarterly Report on Form 10-Q for the quarterly period ended
          November 2, 2002.

     (f)  May's Current Report on Form 8-K, filed on April 8, 2002.

     (g)  May's Current Report on Form 8-K, filed on April 12, 2002.

     (h)  May's Current Report on Form 8-K, filed on May 6, 2002.

     (i)  May's Current Report on Form 8-K, filed on May 23, 2002.

     (j)  May's Current Report on Form 8-K, filed on July 9, 2002.

     (k)  May's Current Report on Form 8-K, filed on January 17, 2003.

     (l)  The description of May's common stock contained in May's Registration
          Statement (Registration No. 333-91751) on Form S-4 dated November 30,
          1999, filed pursuant to Section 12 of the Exchange Act and May's
          Amended and Restated Certificate of Incorporation (incorporated herein
          by reference to Exhibit 4(a) of Post-Effective Amendment No. 1 to Form
          S-8, filed May 29, 1996), and May's Certificate of Amendment of the
          Amended and Restated Certificate of Incorporation, dated May 21, 1999
          (incorporated herein by reference to Exhibit 3(b) of Form 10-Q, filed
          June 8, 1999), including any amendment or report filed for the purpose
          of updating such description.

In addition, all documents filed by registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which registers all securities then remaining unsold, shall be deemed to be

                               II-1
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 herein by reference 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, modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed
to constitute part of this registration statement, except as so modified and
amended.

Information About Financial Statements Incorporated by Reference into this
Registration Statement.

On April 10, 2002, May announced that May's Board of Directors, upon the
recommendation of its audit committee, had engaged Deloitte & Touche LLP to
replace Arthur Andersen LLP ("Arthur Andersen") as May's independent
accountants.  The decision to replace Arthur Andersen as May's independent
accountants was not the result of any disagreement with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures.

May's audited financial statements, incorporated herein by reference to its
Annual Report on Form 10-K for the fiscal year ended February 2, 2002, and the
May Profit Sharing Plan's audited financial statements, incorporated herein by
reference to the May Profit Sharing Plan's Annual Report on Form 11-K for the
year ended December 31, 2001, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in its reports with respect
thereto, and are incorporated herein by reference in this registration
statement in reliance upon the authority of said firm as experts in giving
said report.  Arthur Andersen LLP has not consented to the incorporation by
reference of its reports in this registration statement and May has dispensed
with the requirement to file such consent in reliance upon Rule 437a of the
Securities Act.  The absence of such consent may limit recovery by investors
on certain claims.  In particular, because Arthur Andersen has not consented
to the incorporation by reference of its reports in this registration
statement, a member in the May Profit Sharing Plan will not be able to recover
against Arthur Andersen under Section 11 of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen or any omissions to state a material fact required to be
stated therein.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.
Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California ("Skadden,
Arps") has given an opinion on the compliance of the amended provisions of the
May Profit Sharing Plan with the applicable requirements of ERISA.  Helene L.
Kaplan, who is of counsel to Skadden, Arps, is a member of May's board of
directors and owns 17,504 shares of May common stock.

                               II-2
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a corporation,
under certain circumstances, to indemnify its directors and officers
(including reimbursement for expenses incurred).  May has provided for
indemnification of its directors and officers to the extent permitted by the
provisions of the Delaware statute in its charter, by-laws and otherwise,
including by entering into indemnification agreements with the directors and
certain executive officers of May.  May also has a directors and officers
liability insurance policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.

Exhibit
Number       Description
4.1          Amended and Restated Certificate of Incorporation of May
             (incorporated herein by reference to Exhibit 4(a) of Post-
             Effective Amendment No. 1 to Form S-8 filed May 29, 1996).

4.2          Certificate of Amendment of the Amended and Restated
             Certificate of Incorporation (incorporated herein by
             referenced to Exhibit 3(b) of Form 10-Q filed June 8, 1999).

4.3          By-laws of May.

4.4          Rights Agreement, dated as of August 19, 1994, between The
             May Department Stores Company, a New York corporation ("May
             New York") and The Bank of New York, as Rights Agent, which
             includes as Exhibit A thereto, the Form of Rights Certificate
             (incorporated herein by reference to Exhibit 1 of May
             New York's Current Report on Form 8-K dated September 2,
             1994).

4.5          Assignment and Assumption of the Rights Agreement, dated
             May 24, 1996, among May New York, May and The Bank of
             New York, as Rights Agent (incorporated by reference to Post-
             Effective Amendment No. 1 to Form S-8 filed May 29, 1996).

5.1          Internal Revenue Service Determination Letter dated October
             9, 2002, determining that the May Profit Sharing Plan is
             qualified under Section 401 of the Internal Revenue Code.

5.2          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re:
             compliance of amended provisions of the May Profit Sharing
             Plan, with ERISA requirements pertaining to such provisions.

23.1         Consent of Arthur Andersen LLP (dispensed with pursuant to
             Rule 437a of the Securities Act).

                               II-3
23.2         Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
             in the opinion filed as Exhibit 5.2 to this registration
             statement).

24           Powers of Attorney.

Item 9. Undertakings.
(a) The undersigned 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 the registration statement or any material
     change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the
     Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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 Exchange Act and will be governed by
the final adjudication of such issue.

                               II-4
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
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
20th day of February, 2003.

                               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, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:

Signature                          Title                   Date

Principal Executive Officer:
Eugene S. Kahn*              Director, Chairman of      February 7, 2003
Eugene S. Kahn               the Board and Chief
                             Executive Officer

Principal Financial and Accounting Officer:

Thomas D. Fingleton*         Executive Vice President   February 7, 2003
Thomas D. Fingleton          and Chief Financial
                             Officer

John L. Dunham*              Director and President     February 7, 2003
John L. Dunham

R. Dean Wolfe*               Director and Executive
R. Dean Wolfe                Vice President of
                             Acquisitions and Real      February 7, 2003
                             Estate

Marsha J. Evans*             Director                   February 11, 2003
Marsha J. Evans

James M. Kilts*              Director                   February 13, 2003
James M. Kilts

Russell E. Palmer*           Director                   February 10, 2003
Russell E. Palmer

Michael R. Quinlan*          Director                   February 11, 2003
Michael R. Quinlan

                               II-5
Joyce M. Roche*              Director                   February 11, 2003
Joyce M. Roche

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

                               II-6
The Plan.  Pursuant to the requirements of the Securities Act, the
Administrative Subcommittee of The May Department Stores Company 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 20th day of February, 2003.

The May Department Stores Company Profit Sharing Plan

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

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

Signature                Title                    Date

/s/Richard A. Brickson   Member, Administrative   February 20, 2003
Richard A. Brickson      Subcommittee

/s/Jan R. Kniffen        Member, Administrative   February 20, 2003
Jan R. Kniffen           Subcommittee

/s/Timothy J. Logan      Member, Administrative   February 20, 2003
Timothy J. Logan         Subcommittee

                               II-7
EXHIBIT INDEX

Exhibit
Number    Description

4.1       Amended and Restated Certificate of Incorporation of May
          (incorporated herein by reference to Exhibit 4(a) of Post-
          Effective Amendment No. 1 to Form S-8 filed May 29, 1996).

4.2       Certificate of Amendment of the Amended and Restated Certificate
          of Incorporation (incorporated herein by referenced to Exhibit
          3(b) of Form 10-Q filed June 8, 1999).

4.3       By-laws of May.

4.4       Rights Agreement, dated as of August 19, 1994, between The May
          Department Stores Company, a New York corporation ("May New York")
          and The Bank of New York, as Rights Agent, which includes as
          Exhibit A thereto, the Form of Rights Certificate (incorporated
          herein by reference to Exhibit 1 of May New York's Current Report
          on Form 8-K dated September 2, 1994).

4.5       Assignment and Assumption of the Rights Agreement, dated May 24,
          1996, among May New York, May and The Bank of New York, as Rights
          Agent (incorporated by reference to Post-Effective Amendment No. 1
          to Form S-8 filed May 29, 1996).

5.1       Internal Revenue Service Determination Letter dated October 9,
          2002, determining that the May Profit Sharing Plan is qualified
          under Section 401 of the Internal Revenue Code.

5.2       Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re: compliance
          of amended provisions of the May Profit Sharing Plan with ERISA
          requirements pertaining to such provisions.

23.1      Consent of Arthur Andersen LLP (dispensed with pursuant to Rule
          437a of the Securities Act).

23.2      Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
          the opinion filed as Exhibit 5.2 to this registration statement).

24        Powers of Attorney.

                               II-8
EXHIBIT 4.3

                             BY-LAWS

                                OF

                THE MAY DEPARTMENT STORES COMPANY
                     (a Delaware Corporation)

            Revised and Amended as of January 17, 2003
BY-LAWS

                                OF

                THE MAY DEPARTMENT STORES COMPANY
                     (a Delaware Corporation)

              (as amended through January 17, 2003)

                        ------------------

                            ARTICLE I.

                     MEETINGS OF SHAREOWNERS

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

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

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

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

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

   Section 6. Each shareowner entitled to vote at a meeting of shareowners
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for such shareowner by
proxy by any means authorized by the board and lawful under the Delaware
General Corporation Law.
Section 7. No shareowner who is in default in the payment of any part of
his subscription for any stock of the Company or who is disqualified by law,
shall be entitled to vote at any meeting of shareowners.

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

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

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

   Section 11. To be properly brought before the annual or any special
shareowners' meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the board,
(b) otherwise properly brought before the meeting by or at the direction of
the board or (c) otherwise properly brought before the meeting by a
shareowner.  In addition to any other applicable requirements, for business to
be properly brought before the annual or any special shareowners' meeting by a
shareowner, the shareowner must have given timely notice thereof in writing to
the secretary of the Company.  To be timely, a shareowner's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 90 days nor more than 105 days prior to the anniversary
date of the immediately preceding annual meeting of shareowners; provided,
however, that in the event that the annual or special meeting is called for a
date that is not within thirty days before or after such anniversary date,
notice by the shareowner to be timely must be so received not later than the
close of business on the 15th day following the first day on which notice or

                                2
public disclosure of the date of the meeting is given or made to shareowners.
Public disclosure shall include, but not be limited to, disclosure in a filing
with the Securities and Exchange Commission or similar governmental agency.
Such shareowner's notice to the secretary shall set forth as to each matter
the shareowner proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and record address of
the shareowner proposing such business, (iii) the class and number of shares
of common stock of the Company which are beneficially owned by the shareowner
and (iv) any material interest of the shareowner in such business.

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

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

   Section 12. Except as provided in Section 1 of Article II, only persons
who are nominated in accordance with the following procedures shall be
eligible for election as directors.  Nominations of persons for election to
the board of directors of the Company at the annual meeting may be made at
that meeting by or at the direction of the board of directors, by any
nominating committee or person appointed by the board of directors or by any
shareowner of the Company entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
12.  Such nominations, other than those made by or at the direction of the
board of directors, shall be made pursuant to timely notice in writing to the
secretary of the Company.  To be timely, a shareowner's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 90 days nor more than 105 days prior to the anniversary
date of the immediately preceding annual meeting of shareowners; provided,
however, that in the event that the annual meeting is called for a date that
is not within thirty days before or after such anniversary date, notice by the
shareowner to be timely must be so received not later than the close of
business on the 15th day following the first day on which notice or public
disclosure of the date of the meeting is given or made to shareowners.  Public
disclosure shall include, but not be limited to, disclosure in a filing with
the Securities and Exchange Commission or similar governmental agency.  Such
shareowner's notice to the secretary shall set forth (a) as to each person
whom the shareowner proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of common stock of the Company which are
beneficially owned by the person, and (iv) any other information relating to
the person that is required to be disclosed in solicitations for proxies for

                                3
election of directors pursuant to Section 14 of the Securities Exchange Act of
1934, as amended; and (b) as to the shareowner giving the notice (i) the name
and record address of the shareowner and (ii) the class and number of shares
of common stock of the Company which are beneficially owned by the shareowner.
Such notice shall be accompanied by the executed consent of each nominee to
serve as a director if so elected. The Company may require any proposed
nominee to furnish such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee to serve as a
director of the Company.

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

                           ARTICLE II.

                      THE BOARD OF DIRECTORS

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

   Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board of directors for any reason may
be filled by vote of a majority of the directors then in office, although less
than a quorum or by the sole remaining director.  A director elected to fill a
newly created directorship, and a  director elected to fill a vacancy, shall
hold office for the remainder of the term of the Class to which such director
was elected and until his successor shall be chosen and qualified in his
stead.

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

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

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

                                4
The chairman of the executive committee, the chairman of the board, the
president and the vice chairman of the board shall be members of the board of
directors.  No other officers need be members of the board of directors.

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

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

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

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

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

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

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

   Section 8. Subject to Section 15 of this Article II, there shall be an
annual meeting of the board of directors on the day of the annual meeting of
shareowners in each year or as soon thereafter as convenient, such annual

                                5
meeting to be at such place and time (and, if applicable, on such date) as the
chairman of the board shall designate by written notice to the directors, and
regular meetings shall be held on such dates and at such times and places
either as the directors shall by resolution provide or as the chairman of the
board shall designate by written notice to the directors. Except as above
provided, no notice of said annual meeting or such regular meetings of the
board of directors need be given.

   Section 9. Special meetings of the board of directors may be called by
the chairman of the executive committee, the chairman of the board, the
president, the vice chairman of the board, or the secretary or the treasurer.
Notice thereof stating the place, date and hour of the meeting shall be given
to each director either by mail not less than forty-eight (48) hours before
the date of the meeting, by telephone or facsimile transmission not later than
the day preceding the date of such meeting, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in
the circumstance.  Special meetings shall be called by one of the foregoing
officers in like manner on the written request of five directors, specifying
the object or objects of such special meeting.  In the event that one of the
foregoing officers shall fail to call a meeting within two days after receipt
of such request, such meeting may be called in like manner by the directors
making such request.

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

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

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

                                6
in the mail, sent by telegram or delivered by hand not less than two days
prior to the date of such meeting.  Waiver of notice by any member of the
executive committee, whether before or after the meeting to which such waiver
relates, shall be equivalent to notice.

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

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

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

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

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

                                7
the board of directors, a committee thereof or the shareowners.  Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or of a committee which authorizes the
contract or transaction.

                           ARTICLE III.

                         ELECTED OFFICERS

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

                           ARTICLE IV.

                 AUTHORITY AND DUTIES OF OFFICERS

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

                            ARTICLE V.

               DUTIES OF OFFICERS MAY BE DELEGATED

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

                           ARTICLE VI.

                         INDEMNIFICATION

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

                                8
Section 2. The Company may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company
or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of the law.  The Company may create a
trust fund, grant a security interest and/or use other means (including,
without limitation, letters of credit, surety bonds and/or other similar
arrangements), as well as enter into contracts providing for indemnification
to the fullest extent authorized or permitted by law and including as part
thereof any or all of the foregoing, to ensure the payment of such sums as may
become necessary to effect full indemnification.

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

                           ARTICLE VII.

               POWER OF OFFICERS TO CONTRACT, ETC.

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

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

                          ARTICLE VIII.

                        ORDER OF BUSINESS

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

   1.        The election of directors.

   2.        Other matters to be acted upon.

   3.        The reports of officers.

                                9
4.        Election of inspectors of election.

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

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

                           ARTICLE IX.

                         SHARES OF STOCK

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

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

   Section 3.  The board of directors may direct a new certificate or
certificates of stock to be issued in the place of any certificate or
certificates theretofore issued and alleged to have been lost, stolen or
destroyed; but the board of directors, when authorizing the issue of such new
certificate or certificates, may in its discretion require the owner of the
stock represented by the certificate so lost, stolen or destroyed, or his
legal representatives, to execute and deliver to the Company a bond with one
or more sureties, in such sum as it may direct, indemnifying the Company and
its agents against any claim that may be made against it by reason of the
issue of such new certificate.  The board of directors, however, may refuse to
authorize any such new certificate except upon the order of a court having
jurisdiction in such matter.

                                10
Section 4.  The board of directors may from time to time appoint such
transfer agents and registrars of shares as it may deem advisable and may
define their powers and duties.

                            ARTICLE X.

                            DIVIDENDS

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

                           ARTICLE XI.

                          CORPORATE SEAL

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

                           ARTICLE XII.

                           FISCAL YEAR

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

                          ARTICLE XIII.

                            AMENDMENTS

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

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

                                11
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.

                                12
EXHIBIT 5.1

INTERNAL REVENUE SERVICE               DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201

                                       Employer Identification Number:
Date:                                    43-1104396
                                       DLN:
MAY DEPARTMENT STORES COMPANY            17007063011012
C/O MARY R OTTOSON                     Person to Contact:
611 OLIVE ST                             MICHAEL EDWARDS  ID# 11626
                                         ST. LOUIS, MO 63101-0000
                                       Contact Telephone Number:
                                         (877) 829-5500
                                       Plan Name:
                                          THE MAY DEPARTMENT STORES
                                          COMPANY PROFIT SHARING PLAN
                                       Plan Number:  003

Dear Applicant:

  We have made a favorable determination on the plan identified above
based on the information you have supplied.  Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter in your permanent records.  You must retain this information to
preserve your reliance on this letter.

  Continued qualification of the plan under its present form will depend
on its effect in operation.  See section 1.401-1(b) (3) of the Income Tax
Regulations.  We will review the status of the plan in operation periodically.

   The enclosed Publication 794 explains the significance and the scope of
this favorable determination letter based on the determination requests
selected on your application forms.  Publication 794 describes the information
that must be retained to have reliance on this favorable determination letter.
The publication also provide examples of the effect of a plan's operation on
its qualified status and discusses the reporting requirements for qualified
plans.  Please read Publication 794.

   This letter relates only to the status of your plan under the Internal
Revenue Code.  It is not a determination regarding the effect on other federal
or local statutes.

   This determination letter is applicable for the amendment(s) executed on
February 27, 2002.

   This letter considers the changes in qualification requirements made by
the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Remployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform
Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of
2000, Pub. L. 106-554.

   This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401(a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

   The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997.  For more details, call 1-800-998-7542 for a free copy of the
SPD card.

   We have sent a copy of this letter to your representative as indicated
in the power of attorney.

   If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                             Sincerely yours,

                                             Paul T. Shultz
                                             Director,
                                             Employee Plans Rulings &
                                             Agreements
Enclosures:
Publication 794
EXHIBIT 5.2

                                             February 19, 2003

The Board of Directors
The May Department Stores Company
611 Olive Street
St. Louis, Missouri  63101

         Re:  The May Department Stores Company Profit Sharing Plan,
              as amended and restated through January 1, 2001, and as
              subsequently amended through the date hereof

Ladies and Gentlemen:

          In connection with the Form S-8 Registration Statement (the
"Registration Statement"), being filed on or about February 20, 2003 by the
Company with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations thereunder
(the "Rules"), the Company has requested us to furnish our opinion as to
whether The May Department Stores Company Profit Sharing Plan, as amended and
restated through January 1, 2001 (the "Plan"), and as subsequently amended
through the date hereof, complies with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").

          In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
such documents as we have deemed necessary or appropriate as a basis for the
opinion set forth herein, including (i) the Plan, (ii) the October 9, 2002,
determination letter (the "Determination Letter") from the Internal Revenue
Service (the "IRS") to the effect that the Plan constitutes a qualified plan
under section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and (iii) the Company's nine subsequent amendments through the date
hereof (the "Amendments") to the Plan, which we have been advised by the
Company are the only amendments that have been made to the Plan since the date
of the Determination Letter.  In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such copies.  As
to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
The Board of Directors
February 19, 2003
Page 2

          We are admitted to the bar of the States of New York and
California and we express no opinion as to the laws of any other jurisdiction
other than, to the extent specifically referred to herein, the federal laws of
the United States of America.

          Based upon the foregoing, it is our opinion that the applicable
provisions of the Amendments are, in form, in compliance in all material
respects with the applicable requirements of ERISA.  We are, however, giving
no opinion as to whether the Plan, as amended by the Amendments, has been
operated or administrated in compliance with the Amendments or with the other
provisions of the Plan or applicable laws.

          We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.  In giving this consent we do not thereby admit that
we come within the category of persons whose consent is required by the Act
and the Rules.

                           Very truly yours,

                          /s/Skadden, Arps, Slate, Meagher & Flom LLP
                          Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 24

                        POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.

                           /s/Eugene S. Kahn
                           Eugene S. Kahn
                           Director, Chairman of the Board and Chief
                           Executive Officer

Date:  February 7, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.

                           /s/Thomas D. Fingleton
                           Thomas D. Fingleton
                           Executive Vice President and Chief Financial
                           Officer

Date:  February 7, 2003
POWER OF ATTORNEY

     The undersigned appoints Alan E. Charlson and Richard A. Brickson, or
either 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 a registration statement on Form S-
8, and to sign any and all amendments and post-effective amendments thereto,
with respect to The May Department Stores Company 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.

                           /s/John L. Dunham
                           John L. Dunham
                           Director and President

Date:  February 7, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.

                           /s/R. Dean Wolfe
                           R. Dean Wolfe
                           Director and Executive Vice President of
                           Acquisitions and Real Estate

Date:  February 7, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, and each or any one of them acting alone, as her true and lawful
attorney-in-fact and agent, with full power of substitution for her and in her
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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 she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute may lawfully do or cause to be done by virtue
thereof.

                           /s/Marsha J. Evans
                           Marsha J. Evans
                           Director

Date:  February 11, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.

                           /s/James M. Kilts
                           James M. Kilts
                           Director

Date:  February 13, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.

                           /s/Russell E. Palmer
                           Russell E. Palmer
                           Director

Date:  February 10, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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.

                           /s/Michael R. Quinlan
                           Michael R. Quinlan
                           Director

Date:  February 11, 2003
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson and Richard A.
Brickson, and each or any one of them acting alone, as her true and lawful
attorney-in-fact and agent, with full power of substitution for her and in her
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-8, and to sign any and all amendments and post-effective
amendments thereto, with respect to The May Department Stores Company 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 she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute may lawfully do or cause to be done by virtue
thereof.

                           /s/Joyce M. Roche
                           Joyce M. Roche
                           Director

Date:  February 11 , 2003