Exhibit 3b

                             STATE OF DELAWARE
                         CERTIFICATE OF AMENDMENT
         OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                    OF
                     THE MAY DEPARTMENT STORES COMPANY


The May Department Stores Company, a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify as follows:

FIRST:  That at a meeting of the Board of Directors of The May
Department Stores Company (the "Company" or the "Corporation") on
March 19, 1999 a resolution was duly adopted setting forth a
proposed amendment of the Amended and Restated Certificate of
Incorporation of the Company, declaring the said amendment to be
advisable and calling a meeting of the shareowners of the Company
for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

     "RESOLVED, that the first paragraph of Article Fourth of the
     Amended and Restated Certificate of Incorporation of the
     Company be amended so that the first paragraph of Article
     Fourth shall read in its entirety as follows, such amendment
     to be effective forthwith;

          The total number of shares of stock which the
          Corporation shall have authority to issue is
          1,025,000,000 consisting of 1,000,000,000 shares of
          common stock, par value $.50 per share (the "Common
          Stock"), and 25,000,000 shares of preference stock, par
          value $.50 per share (the "Preference Shares")."

SECOND:  That thereafter, the Board of Directors of the Company
did thereby recommend to the shareowners of the Company that they
adopt the above-captioned resolution at the 1999 annual
shareowners' meeting held on May 21, 1999 which meeting was duly
called and held upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware (the "Law") at
which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD:  That the said amendment was duly adopted in accordance
with the provisions of Section 242 of the Law.

FOURTH:  That the capital of the Company shall not be reduced
under or by reason of said amendment.







IN WITNESS WHEREOF, The May Department Stores Company has caused
this Certificate of Amendment to be signed by Richard A.
Brickson, its Secretary, and such authorized officer acknowledges
that the facts stated herein are true and that he signed this
Certificate of Amendment as his free act and deed under penalties
of perjury this 21st day of May, 1999.

                              THE MAY DEPARTMENT STORES COMPANY




                                     /s/ Richard A. Brickson
                              Richard A. Brickson, Secretary