SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Koch Douglas

(Last)

(First)

(Middle)

5032 WESTMINISTER PL

(Street)

ST. LOUIS

63108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2005

3. Issuer Name and Ticker or Trading Symbol
BROWN SHOE CO INC [ BWS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Talent Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,315⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	02/08/2011	Common Stock	5,000	$16.7	D
Employee Stock Option (right to buy)	⁽³⁾	03/06/2012	Common Stock	7,500	$18.095	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/06/2013	Common Stock	2,500	$25.575	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/04/2014	Common Stock	7,500	$39.01	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/03/2015	Common Stock	5,500	$33.555	D

Explanation of Responses:

1. Including 893 shares indirectly in the 401k.

2. The option became exercisable on February 8, 2005.

3. The option became exercisable as to 2,500 shares on March 6, 2004 and an additional 2,500 shares on March 6, 2005, and becomes exercisable to the remaining 2,500 shares on March 6, 2006.

4. The option became exercisable as to 625 shares on March 6, 2004, and an additional 625 shares on March 6, 2005, and becomes exercisable to 625 shares on March 6, 2006 and the remaining 625 shares on March 6, 2007.

5. The option became exercisable as to 1875 shares on March 4, 2005 and becomes exercisable to 1875 shares on March 4, 2006, and to 1875 shares on March 4, 2007 and to the remaining 1875 shares on March 4, 2008.

6. The option becomes exercisable in four equal annual installments beginning on March 3, 2006.

	Sherry L. Ward for Douglas Koch	05/31/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.