10-Q/A

                            UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                              ____________

                               FORM 10-Q/A
                            AMENDMENT NO. 1
(Mark One)

     [X]   Quarterly report pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934

           For the quarterly period ended   May 2, 1998 

     [ ]   Transition report pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934

           For the transition period from __________ to __________

                              ____________

                      Commission file number 1-2191
                              ____________


                           BROWN GROUP, INC.
        (Exact name of registrant as specified in its charter)

              New York                              43-0197190
     (State or other jurisdiction of     (IRS Employer Identification Number)
      incorporation or organization) 

              8300 Maryland Avenue
              St. Louis, Missouri                      63105
     (Address of principal executive offices)        (Zip Code)

                             (314) 854-4000
          (Registrant's telephone number, including area code)


                             NOT APPLICABLE
        (Former name, former address and former fiscal year, 
         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    Yes [x]    No [ ]

As of May 30, 1998, 18,049,727 shares of the registrant's common stock were
outstanding.



Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------

       (a)   Listing of Exhibits

             (3)  (i) (a)    Certificate of Incorporation of the
                             Corporation as amended through February 16,
                             1984, incorporated herein by reference to
                             Exhibit 3 to the Company's Report on Form 10-K
                             for the fiscal year ended November 1, 1986.

                  (i) (b)    Amendment of Certificate of Incorporation of
                             the Corporation filed February 20, 1987,
                             incorporated herein by reference to Exhibit 3
                             to the Company's Report on Form 10-K for the
                             fiscal year ended January 30, 1988.  

                  (ii)       Bylaws of the Corporation as amended through
                             March 5, 1998, incorporated herein by
                             reference to Exhibit 3 to the Company's Report
                             on Form 10-K for the fiscal year ended January
                             31, 1998.

             (10)     (d)    Stock Option and Restricted Stock Plan of
                             1998, incorporated herein by reference to
                             Exhibit 3 to the Company's definitive proxy
                             statement dated April 24, 1998.

             (10)     (e)    Employment Agreement, dated May 14, 1998,
                             between the Company and Ronald A. Fromm,
                             previously filed.

             (27)            Financial Data Schedule (Refiled as Exhibit 27)

             (99.1)          Discussion of Certain Risk Factors That Could
                             Affect the Company's Operating Results as
                             incorporated herein by reference to the
                             Company's Report on Form 10-K for the fiscal
                             year ended January 31, 1998.
  
   (b) Reports on Form 8-K:

       The Company filed a current report on Form 8-K dated February 5,
       1998, which announced divisional retail sales results for the
       four-week period, fourth quarter, and fiscal year ended January
       31, 1998.  Brown Group, Inc. also announced additional losses at
       its Pagoda International division as well as disclosed the sale of
       Famous Footwear's fixture manufacturing facilities and the
       contract completion for sale of its Brazilian subsidiary's
       inventory.

       The Company filed a current report on Form 8-K dated March 5,
       1998, which announced operating results for the fiscal year ended
       January 31, 1998.  Brown Group, Inc. also announced additional
       losses at its Pagoda International division which offset favorable
       results from core operations.
       
          

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                                 BROWN GROUP, INC.          


Date: August 4, 1998                             /s/ Harry E. Rich         
                                                   Harry E. Rich
                                               Executive Vice President
                                           and Chief Financial Officer and
                                           On Behalf of the Corporation as
                                           the Principal Financial Officer

EX-27

 

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