10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 1, 2003
[  ]	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 SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)
N/A (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 [  ]

   Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  [X]     No [  ]

   As of November 29, 2003, 18,041,039 shares of the registrant's common stock were outstanding.
 

1

Explanatory Note

This Quarterly Report on Form 10-Q/A is being filed solely to correct an error in Item 2 of Part I. The Company previously reported in the "Liquidity and Capital Resources" section of Item 2 of Part I that, at November 1, 2003, $16.0 million was borrowed under the Company's revolving bank Credit Agreement. That amount should have been reported as $116.0 million.

This change does not affect any of the amounts previously reported in the Company's Condensed Consolidated Balance Sheets, Statements of Earnings or Statements of Cash Flows included in the original filing of the Form 10-Q on December 15, 2003.

This report continues to speak as of the date of the original filing of the Form 10-Q on December 15, 2003, and the Company has not updated the disclosures in this report to speak as of a later date or to reflect subsequent results, events, or developments. Item 2 of Part I appears below with the appropriate figure.

For the purposes of complying with Section 302 of the Sarbanes-Oxley Act of 2002, the Company has also included Item 4 of Part I and Item 6 of Part II.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Quarter ended November 1, 2003 compared to the Quarter ended November 2, 2002

The third quarter is traditionally the Company's highest sales volume quarter, which generates a significant portion of annual earnings. The high sales volume is driven by the back-to-school selling season at Famous Footwear, which occurs primarily in the month of August. Famous Footwear's results for the quarter reflect a successful back-to-school season. The Company's Wholesale operations also performed well in the quarter. Improved results over the prior year's comparable quarter at these divisions were partially offset by lower results at the Naturalizer Retail segment and higher Corporate administrative costs.

Consolidated net sales increased $7.1 million, or 1.5%, from $486.3 million in the third quarter last year to $493.4 million in this year's third quarter. The increase primarily reflected higher sales at the Company's Famous Footwear division of $7.1 million. Sales at the Company's Wholesale operations decreased $0.7 million, or 0.5%, in the quarter and decreased $0.1 million, or 0.2%, at Naturalizer Retail. Same-store sales for the quarter increased 0.7% at Famous Footwear and 1.9% in the domestic Naturalizer stores, but decreased 6.2% in the Canadian Naturalizer stores. Same-store sales changes are calculated by comparing the sales in stores that have been open 13 months. This method avoids the distorting effect that grand opening sales have in the first month of operation. Relocated or expanded stores are treated as new stores. Closed stores are excluded from the calculation.
 

2

Consolidated gross profit as a percent of sales for the third quarter of 2003 increased to 41.5% from 40.8% during the same period last year. This increase was due to higher margins in the Company's Famous Footwear and Wholesale segments primarily as a result of higher initial markups. The gross profit rate in the Naturalizer Retail segment declined from last year primarily due to higher markdowns in the Canadian stores.

Selling and administrative expenses, which include warehousing and distribution costs of $12.1 million in 2003 and $12.5 million in 2002, increased to 34.9% as a percent of sales for the third quarter of 2003 from 34.4% for the same period last year. This increase was primarily attributable to higher Famous Footwear and Naturalizer Retail store operating costs of $3.6 million and higher administrative costs of $4.4 million, partially offset by lower marketing costs of $1.9 million. The Company records warehousing and distribution costs in selling and administrative expenses. Accordingly, the Company's Gross Profit and Selling and administrative expense rates, as a percent of sales, may not be comparable to other companies.

Consolidated operating earnings for the third quarter of 2003 of $32.4 million, or 6.6% of sales, were 2.9% above the $31.5 million, or 6.5% of sales, for the same period last year, as the effect of higher sales and gross profit rates were partially offset by higher selling and administrative expenses.

The decrease in interest expense of $0.6 million was a result of lower average borrowings during the third quarter of 2003.

The consolidated tax rate was 30.0% of pre-tax earnings for the third quarter of 2003 an increase from 27.0% last year. The increase in the rate reflects a higher percentage of income being generated by domestic operations, which have higher tax rates than those in the foreign jurisdictions in which the Company operates. The Company's effective tax rate is below the Federal statutory rate of 35% because the foreign jurisdictions have lower tax rates. The Company does not provide deferred taxes on unremitted foreign earnings as it is the Company's intention to reinvest these earnings indefinitely, or to repatriate the earnings only when it is tax advantageous to do so.

Net earnings of $21.2 million for the third quarter of 2003 were 0.8% higher than net earnings of $21.0 million in the third quarter of 2002. Diluted earnings per share were $1.13 in the third quarter of 2003 compared to $1.18 in the third quarter of 2002, a decrease of 4.2%. The percentage change in net earnings differs from the percentage change in diluted earnings per share as the result of an increased number of shares outstanding and a greater dilutive effect of outstanding stock options in 2003, reflecting an increase in the market price of the Company's stock.

Famous Footwear

Famous Footwear's total sales increased 2.4%, or $7.1 million, during the third quarter of 2003 to $301.6 million. The increase was due to a same-store sales increase of 0.7%, or $1.9 million, reflecting higher purchase conversion ratios, which more than offset lower traffic counts in the stores, and a net $5.2 million of sales from new stores, net of closures.

3

Famous Footwear's gross profit as a percent of sales increased 1.0% from 43.5% in the third quarter of 2002 to 44.5% in the third quarter of 2003. This improvement was principally due to a 1.1% increase in initial markups, due to a fresher mix of product, and 0.2% from lower shrinkage, partially offset by a higher markdown provision of 0.3%.

Selling and administrative expenses in the quarter were $110.9 million, an increase of $5.3 million from last year. As a percent of sales, such costs were 36.8% this year, an increase of 0.9% from last year's rate of 35.9%. This increase principally reflected a 0.6% increase in retail facilities costs due to new stores not yet being leveraged with corresponding higher sales.

As a result of the higher sales and gross profit rates, operating earnings for the third quarter of 2003 of $23.4 million, or 7.8% of sales, were 3.7% above the $22.6 million, or 7.7% of sales, for the same period last year.

During the third quarter of 2003, Famous Footwear opened 19 stores and closed 20, ending the quarter with 908 stores, compared with 922 stores at the end of the third quarter last year.

Wholesale Operations

The Company's Wholesale operations had net sales of $140.1 million during the third quarter of 2003 compared to $140.8 million in the same quarter last year, a decrease of 0.5%. This sales decrease was primarily due to lower sales to the Company's mass merchandise customers by the Buster Brown and Co. children's footwear group of 14.2% and by the women's private label footwear group of 25.2%. Offsetting those sales declines were increases in the LifeStride brand, which had a sales gain of 18.3% in the quarter, as well as an increase in sales in the men's and athletic footwear group. Sales of the Naturalizer brand increased 2.9%. The sales changes in all brands and groups were due to unit variations as average prices did not change significantly.

The gross profit rate, as a percent of sales, increased from 31.8% in the third quarter of last year to 32.4% in this year's quarter, due to better margin rates and a greater mix of higher-margin, branded product sales partially offset by higher markdowns in Canada.

Selling and administrative expenses decreased 9.7% from last year's $33.2 million to this year's $30.0 million, and as a percent of sales from 23.6% last year to 21.4% this year. This decrease of 2.2% is principally due to lower marketing costs of 2.0%. Expenses for the quarter include a $0.6 million impairment charge to reduce the carrying value of the Company's footwear manufacturing facility in Canada based on expected future cash flows. In the fourth quarter of fiscal 2003, the Company announced that it would be closing its remaining Canadian manufacturing facility in early 2004, and that an aftertax charge of $3.8 - $4.2 million would be recorded in the fourth quarter for severance and asset writedowns.

As a result of the improved margin rate and lower expenses, Wholesale operating earnings of $15.4 million were up 31.7% from the $11.7 million earned in the third quarter of 2002.

4

Naturalizer Retail

In the Company's Naturalizer Retail operations, which includes stores in both the United States and Canada, net sales decreased 0.2% to $49.8 million in the third quarter of 2003 compared to $49.9 million in the same period last year. The decrease of $0.1 million was due to a $2.1 million decline from fewer stores open than last year and by a net $0.3 million decrease in same-store sales (1.9% gain in the United States stores and a 6.2% decrease in the Canadian stores), offset by a $2.3 million increase from the effect of changes in the Canadian exchange rate.

Gross profit as a percent of sales of 48.6% in the third quarter of 2003 was 1.3% below last year's level of 49.9%. The decrease was principally due to higher markdowns in the Canadian stores.

Selling and administrative expenses increased $0.9 million in the third quarter, and as a percent of sales, increased to 48.9% this year from 46.9% last year. The increase, as a percent of sales, of 2.0% was principally due to higher marketing expenses of 0.5%, higher store selling costs of 0.3% and higher retail facilities costs of 1.7% partially offset by lower merchandising costs of 0.7%.

As a result of the lower sales and gross profit and higher expenses, an operating loss of $0.2 million occurred in the third quarter of 2003, which was below the operating earnings of $1.5 million in the third quarter of 2002. The decline in operating earnings was primarily attributable to the Canadian operations where same-store sales declines have been incurred over the past two years. In response to this trend, the Company is repositioning the product mix in these stores to carry a greater proportion of the United States Naturalizer product line to present a more relevant and younger product line to its customer base.

During the third quarter of 2003, no stores were opened and 3 were closed in the United States, resulting in 210 stores open as of November 1, 2003, compared to 232 at the same time last year. In Canada, 1 store was opened and 1 store closed, resulting in 173 stores open this year compared to 172 at the same time last year.

Other Segment

Net sales in the Other segment increased from $1.1 million in the third quarter of 2002 to $2.0 million in 2003, as the e-commerce sales of our Shoes.com majority-owned subsidiary continued to strengthen. An operating loss of $0.2 million was incurred for this business, which was equal to the loss in the same period last year. The most significant component of this "Other" segment is unallocated Corporate administrative and other expenses. These costs increased by $1.9 million, or 47.7% in the third quarter of 2003 principally as a result of higher consulting costs of $0.5 million and higher salaries and incentive and benefit plan costs of $1.0 million.

5

Nine Months ended November 1, 2003 compared to the Nine Months ended November 2, 2002

Consolidated net sales for the first nine months of 2003 were $1.398 billion, an increase of 0.6% from the first nine months of 2002 total of $1.389 billion. Sales of the Wholesale segment were up 3.7% to $419.0 million. Sales decreased in the Famous Footwear segment by $1.3 million, or 0.2%, and in the Naturalizer Retail segment by $7.1 million, or 4.7%, substantially offsetting Wholesale's increase. Same-store sales decreased 2.5% at Famous Footwear and 4.9% in the Canadian Naturalizer stores, and increased 1.3% in the domestic Naturalizer stores.

Consolidated gross profit as a percent of sales for the nine months of 2003 increased to 41.3% from 40.1% for the same period last year. This increase was primarily due to higher margins at the Company's Famous Footwear and Wholesale segments. The gross profit rate in the Naturalizer Retail segment declined from last year primarily due to higher markdowns in the Canadian stores.

Selling and administrative expenses for the first nine months of 2003, which include warehousing and distribution costs of $37.9 million ($38.8 million in 2002), increased $13.5 million to 36.6% from 35.8% as a percent of sales for the same period last year. This increase reflects approximately $1.6 million in increased spending for marketing, $3.9 million for selling and product development to support the further building of the Company's brands and licenses, $6.5 million of higher store operating costs primarily related to larger and remodeled stores in the Famous Footwear segment and higher general and administrative costs of $2.4 million.

Consolidated operating earnings for the first nine months of 2003 of $66.4 million, or 4.7% of sales, were 12.0% above the $59.3 million, or 4.3% of sales, for the same period last year, as the effect of higher gross profit rates were partially offset by higher selling and administrative expenses.

The decrease in interest expense of $1.8 million was a result of lower average borrowings outstanding.

The consolidated tax rate was 29.3% of pre-tax earnings for the first nine months of 2003 compared to 28.4% last year. The increase in the rate reflects a higher percentage of earnings being generated by domestic operations with higher tax rates.

Net earnings of $41.8 million for the first nine months of 2003 were 16.6% higher than net earnings of $35.8 million for the first nine months of 2002. Diluted earnings per share were $2.25 for the first nine months of 2003 compared to $2.01 in the first nine months of 2002, an increase of 11.9%. The percentage change in earnings per share is less than the percentage change in net earnings as a result of an increase in the number of outstanding shares and a greater dilutive effect of outstanding stock options in 2003.

6

Famous Footwear

Sales at Famous Footwear for the first nine months of 2003 decreased 0.2%, or $1.3 million, from the first nine months of last year to $831.6 million. This decrease reflects a 2.5% decrease in same-store sales, or $19.2 million, offset by a net $17.9 million of sales from new stores, net of closures.

Gross profit as a percent of sales increased 2.2% from 42.2% in the first nine months of last year to 44.4% this year. The improvement, as a percent of sales, principally reflects a 1.8% increase from higher initial markups, a 0.2% decrease in shrinkage, and a 0.2% decrease in the markdown provision.

Selling and administrative expenses for the first nine months of 2003 were $322.8 million, an increase of $10.9 million or 3.5% from the prior year. As a percent of sales, such costs were 38.8% in 2003 compared to 37.4% last year, an increase of 1.4%, principally from a 0.8% increase in retail facilities costs, a 0.2% increase in marketing costs and a 0.5% increase in merchandising and administrative expenses.

The effect of higher margins was greater than the increase in selling and administrative expenses, resulting in an increase in operating earnings for the first nine months of 2003 of 16.6% to $46.9 million. As a percent of sales, operating earnings were 5.6% in 2003 compared to 4.8% in 2002.

During the first nine months of fiscal 2003, Famous opened 51 stores and closed 61, ending the first nine months with 908 stores, compared with 922 stores at the end of the first nine months last year.

Wholesale Operations

The Company's Wholesale operations' net sales for the first nine months of 2003 increased 3.7% to $419.0 million from the same period last year. This increase included a 25.7% increase in LifeStride and a 31.0% increase in the men's and athletic footwear group, partially offset by declines in the women's private label and children's divisions. The Naturalizer brand was even with last year's sales.

Gross profit increased to 32.9% as a percent of sales for the first nine months of 2003 from 32.0% last year, primarily due to higher margins on the Company's branded and licensed product sales.

Selling and administrative expenses increased $4.2 million. As a percent of sales, such expenses were 23.1% this year compared to 23.0% last year, an increase of 0.1%. This increase is principally due to a 0.9% increase in costs in the selling, product development and merchandising areas as new positions were added, partially offset by lower administrative and sourcing costs of 0.6%.
 

7

Operating earnings for the first nine months of 2003 of $41.0 million were 11.0% higher than the same period last year as the effect of higher sales and gross profit rates were partially offset by higher expenses.

Naturalizer Retail

In the Company's Naturalizer Retail operations, net sales decreased 4.7% to $142.3 million in the first nine months of 2003 compared to $149.4 million in the same period last year. The decrease of $7.1 million was due to a $11.3 million decline from fewer stores open than last year, a net $1.1 million decrease in same-store sales (1.3% gain in the United States stores and a 4.9% decrease in the Canadian stores), partially offset by a $5.3 million increase from the effect of changes in the Canadian exchange rate.

Gross profit as a percent of sales of 47.7% in the first nine months of 2003 was 1.5% below last year's level of 49.2%. The decrease was principally due to higher markdowns, which were necessary to clear seasonal merchandise, particularly in the Canadian stores.

Selling and administrative expenses decreased $2.9 million in the first nine months due to fewer stores. As a percent of sales, such expenses were 49.5% in the first nine months of 2003, up 0.5% from last year's 49.0%. The increase principally reflects a 0.9% increase in retail facilities costs and 0.2% in higher warehousing costs, partially offset by a 0.6% decrease in merchandising and administrative costs.

As a result of the lower sales and margins, an operating loss of $2.5 million was incurred in the first nine months of 2003 compared to operating earnings of $0.2 million for the same period in 2002.

During the first nine months of 2003, 2 stores were opened and 9 were closed in the United States, resulting in 210 stores open as of November 1, 2003, compared to 232 at the same time last year. In Canada, 2 stores were opened and 1 was closed, resulting in 173 stores open this year compared to 172 at the same time last year.

Other Segment

For the first nine months of 2003, the Other segment's net sales increased to $5.4 million from $3.2 million for the comparable period last year, reflecting higher e-commerce sales at Shoes.com Inc. Shoes.com's operating loss of $0.5 million declined in 2003 from the $0.9 million loss incurred in the first nine months of 2002. Unallocated Corporate administrative and other expenses increased $1.3 million, or 6.9%, in the first nine months of 2003, principally due to higher salaries, benefits, and incentive plan costs of $3.5 million, partially offset by lower remediation costs of $1.1 million and consulting costs of $1.6 million.
 

8

Liquidity and Capital Resources

A summary of key financial data and ratios at the dates indicated is as follows:

	November 1, 2003	November 2, 2002	February 1,  2003
Working Capital (millions)	$283.3	$238.1	$243.8
Current Ratio	2.2:1	1.9:1	1.9:1
Total Debt as a Percentage of Total Capitalization	25.8%	35.8%	34.0%

Cash provided from operating activities for the first nine months of fiscal 2003 was $75.6 million, compared to $87.2 million for the same period last year.

At November 1, 2003, receivables were $64.5 million, a decrease of $0.9 million from the level at November 2, 2002, reflecting substantially flat Wholesale sales in the third quarter of 2003.

Inventories, substantially all of which were finished goods in all periods, of $376.6 million at November 1, 2003 were $4.8 million or 1.3% lower than at the same time in 2002 but $68.5 million or 15.4% lower than the level as of November 3, 2001. The significant decrease achieved in fiscal 2002 was part of the Company's initiative to reduce inventories and improve "freshness and velocity." This program is continuing and is a significant factor in the improved gross profit rates being achieved, particularly at Famous Footwear.

Additions to property and equipment of $21.7 million for the first nine months of 2003 were $6.6 million higher than additions of $15.1 million in the first nine months of 2002. This increase primarily relates to the major store remodel initiative started by Famous Footwear in the fourth quarter of 2002 and ending in the second quarter of 2003. Approximately 70% of the 2003 capital expenditures relate to the Famous Footwear division, primarily for new stores and remodels of existing stores. The remaining expenditures were primarily for new and remodeled stores at the Company's domestic and Canadian Naturalizer stores. Depreciation and amortization expense was $19.7 million in the nine months of 2003 compared to $17.8 million for the same period last year.

The Company's total outstanding debt at November 1, 2003 was $119.5 million, which is $41.0 million lower than at the same time last year. At November 1, 2003, $116.0 million was borrowed and $17.0 million of letters of credit were outstanding under the Company's revolving bank Credit Agreement, which leaves additional borrowing availability of approximately $145 million. Total debt as a percentage of total capitalization is calculated by dividing total debt by the sum of total debt plus shareholders' equity. The decrease in the ratio at November 1, 2003 to 25.8% compared to 34.0% at the end of fiscal 2002 and 35.8% at November 2, 2002 was due to the decrease in outstanding debt and increases in shareholders' equity.

9

In the fourth quarter of fiscal 2003, the Company plans to prepay its Industrial Revenue Bonds capital lease obligations of $3.5 million. Accordingly, this capital lease obligation was classified as a current liability as of the end of the third quarter of 2003.

In May 2000, the Company announced a stock repurchase program under which the Company was authorized to repurchase up to 2 million shares of the Company's outstanding common stock. In the first nine months of fiscal 2003, no shares were purchased under this authorization. Since the inception of this program, the Company has repurchased 928,900 shares for approximately $11.3 million.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include (i) general economic conditions and the consumer's preferences and purchasing patterns, which may be influenced by consumers' disposable income; (ii) the uncertainties of currently pending litigation; (iii) intense competition within the footwear industry; and (iv) and political and economic conditions or other threats to continued and uninterrupted flow of inventory from Brazil and China, where the Company relies heavily on third-party manufacturing facilities for a significant amount of its inventory. In Item 1 of the Company's fiscal 2002 Annual Report on Form 10-K, detailed risk factors that could cause variations in results to occur are listed and further described. Such description is incorporated herein by reference.

ITEM 4 - CONTROLS AND PROCEDURES

It is the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure the Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company's disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and internal control reviews by the Company's internal auditors.

As of November 1, 2003, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures with respect to the information generated for use in this Quarterly Report. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company's disclosure controls were effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. There have been no changes in the Company's internal control over financial reporting during the quarter ended November 1, 2003, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over fina ncial reporting.

10

It should be noted that while the Company's management, including the Chief Executive Officer and Chief Financial Officer, believes the Company's disclosure controls and procedures provide a reasonable level of assurance, they do not expect that the Company's disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met. Further, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur beca use of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected.

11

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

(a)	(3)	(i)	Certificate of Incorporation of the Company incorporated herein by reference to Exhibit 3 (a) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 4, 2002.
		(ii)	Bylaws of the Company as amended through December 4, 2003 incorporated herein by reference to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 1, 2003.
	(31.1)		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	(31.2)		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	(32.1)		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference to Exhibit 32.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 1, 2003.

(b)	Reports on Form 8-K:
	The Company filed a current report on Form 8-K dated August 19, 2003 furnishing information under Item 9, which announced the Company's second quarter results for fiscal 2003.
	The Company filed a current report on Form 8-K dated September 23, 2003 furnishing information under Item 9, which announced that members of its executive management team would be speaking with financial analysts during the "Sidoti West Coast Emerging Growth Institutional Investor Forum" on September 23, 2003 and the Wells Fargo Securities Consumer Conference on September 25, 2003.
	The Company filed a current report on Form 8-K dated November 6, 2003 furnishing information under Item 9, which announced October retail sales and confirmed earnings guidance for third quarter and full year.
	The Company filed a current report on Form 8-K dated November 19, 2003 furnishing information under Item 9, which announced the Company's third quarter results for fiscal 2003 and certain forward-looking guidance.

12

The Company filed a current report on Form 8-K dated December 8, 2003 furnishing information under Item 9, which announced that members of its executive management team would be speaking with financial analysts during the "FFANY" footwear show in New York City on December 8 - 10, 2003.

The Company filed a current report on Form 8-K dated December 9, 2003 furnishing information under Item 9, which announced its plans to close its Perth, Ontario manufacturing facility by early March 2004.

The Company filed a current report on Form 8-K dated December 9, 2003 furnishing information under Item 9, which announced a jury verdict in the class-action lawsuit related to environmental impacts in a neighborhood near a former Company plant.

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 SHOE COMPANY, INC.
Date: December 22, 2003	/s/ Andrew M. Rosen
	Senior Vice President, Chief Financial Officer and Treasurer On Behalf of the Corporation as the  Principal Financial Officer

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Ronald A. Fromm, Chairman, President and Chief Executive Officer of Brown Shoe Company, Inc. (the "Registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of the Registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
3. Disclosed in this quarterly report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

1. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

 
 

Date: December 22, 2003	/s/ Ronald A. Fromm
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Andrew M. Rosen, Senior Vice President, Chief Financial Officer and Treasurer of Brown Shoe Company, Inc. (the "Registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of the Registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
3. Disclosed in this quarterly report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

1. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: December 22, 2003	/s/ Andrew M. Rosen
	Senior Vice President, Chief Financial Officer and Treasurer