8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 21, 2006

(February 21, 2006)

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)
1-2191 (Commission File Number)	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)

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 7.01 Regulation FD Disclosure.

Brown Shoe Company, Inc. announced today that members of its executive management team will be speaking with investors on February 22, 2006, at the Wachovia Consumer Growth Conference in Florida. The slide presentation for use in conjunction with this presentation is furnished as Exhibit 99.1 hereto and incorporated herein by reference and is available on the Company’s website: http://phx.corporate-ir.net/phoenix.zhtml?c=101899&p=irol-audioArchives or directly from Wachovia at: http://wsw.com/webcast/wa32/bws/, although the Company reserves the right to discontinue its availability at any time.

Members of Brown Shoe Company, Inc.'s executive management team will hold a webcast of its conference call to discuss its fourth quarter and year-end results on March 2 at 9:00 a.m. Eastern Time. While the question-and-answer session of the call will be limited to institutional analysts and investors, retail brokers and individual investors are invited to attend via a webcast at www.earnings.com (at the website, type in the BWS ticker symbol to locate the broadcast) or go to www.brownshoe.com/investor, although the Company reserves the right to discontinue its availability at any time.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits

(c) Exhibit
Exhibit Number	Description of Exhibits
99.1	Slide Presentation for Wachovia Consumer Growth Conference

SIGNATURES

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

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date:  February 20, 2006	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Vice President, General Counsel and Corporate Secretary

2

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Slide Presentation for Wachovia Consumer Growth Conference

3

EX-99.1

1

Wachovia Consumer Growth Conference

Famous Footwear

Naturalizer

Franco Sarto

LifeStride

Via Spiga

Bass

Etienna Aigner

Dr. Scholl's Original

Carlos

by Carols Santana

Nickels Soft

HotKiss

Bsuter Brown

Shoes.com

2

This presentation by Brown Shoe Company, Inc. contains certain forward-looking statements,

including without limitation, statements made concerning forward looking guidance on Sales,

Operating Earnings and future growth segments of the business. 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 pending litigation;

(iii) intense competition and continuing consolidation within the footwear industry; (iv) 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; (v) the integration of the Bennett business; and (vi) the

Company’s ability to successfully implement its plan to strengthen the Naturalizer brand. The

Company's reports to the Securities and Exchange Commission contain detailed information

relating to such factors. Some of the statements herein, as indicated, speak only as of the date

they were initially made. The Company does not undertake any obligation or plan to update

these forward-looking statements, even though its situation may change.

— February 22, 2006

3

Agenda - NYSE: BWS

1) Our History - Positioning for Growth

2) Brown Shoe Today

3) Current Growth Initiatives

4) Long-term goals

4

Reshaping our Platform - 2001 - 2005

1) Grown sales from $1.7 billion to approx.

   $2.3 billion; increased operating earnings

2) Repositioned Famous Footwear - growing

   operating margins

3) Increased market share at Wholesale

4) Grown our portfolio: added brands; added

   retail concepts (including e-commerce)

0.0%

2.0%

4.0%

6.0%

2001 2002 2003 2004 2005

Est

Operating Margin

Improvement at

Famous Footwear

5.8%

6.4%

7.6% 7.9%

12.2%

0.0%

2.5%

5.0%

7.5%

10.0%

12.5%

2001 2002 2003 2004 2005-

LTM

Department Store

Market Share for our

Women’s Fashion

Footwear Brands

0

500

1,000

1,500

2,000

2001 2002 2003 2004 2005*

0

20

40

60

80

Sales

($ millions)

Operating

Earnings

•Reflects guidance issued Jan. 9, 2006,

and has not been updated.

5

Brown Shoe Today -- $2.3 Billion in Sales Projected for 2005

Unique wholesale-retail platform. Building our brands and retail concepts to gain

market share while delivering style to the consumer.

Department &

Specialty Stores

$400 million

Mass

Merchandisers

$250 million

Specialty

Footwear

Retail

$230

million

900 retail stores

in the U.S.

$1.2 billion

38%

Wholesale

Bennett

$200 million

2001 Projected 2005

71% Retail

29%

Wholesale

62% Retail

6

Overview of our Wholesale Businesses:

$0

$100

$200

$300

$400

$500

$600

Nine West Group

Brown Shoe

Clarks Companies

Steve Madden

VCS Group

Nike

Kenneth Cole Productions

Liz Claiborne

H H Brown

* Reflects NPD Group Reported POS Dollar Volume. 12 Months ending January 2006.

Our Rank among Wholesalers

Women’s Fashion Footwear Sales in U.S. Department Stores*

Ranked by Parent Company

($ in millions)

After Acquisition

Brown Wholesale

Bennett Footwear Group

7

Overview of our Wholesale Businesses:

Our Portfolio of Brands - 45% Market Share in Moderate Zone

(women’s)

Zone Rank

No. 1

Moderate

No. 3

Moderate

No. 3 men

No. 15 women

Moderate

No. 11

Junior

Source: NPD Group Reported POS Dollar Volume.

12 Months ending January 2006.

8

Overview of our Wholesale Businesses:

Our Portfolio of Better/Bridge Brands - 18% Market Share in Better Zone

Zone

Rank

No. 8

Bridge

No. 2

Better

No. 11

Better

No. 9

Better

Source: NPD Group Reported POS Dollar Volume.

12 Months ending January 2006.

9

Overview of our Wholesale Businesses:

Our Portfolio of Brands - Mid-tier and Mass

A leading footwear vendor at Wal-Mart, Target & Payless

10

Overview of our Retail Businesses:

Our Rank Among Top Footwear Retailers

Share of Footwear Sales by Retailer*

0

1

2

3

4

5

6

7

8

Wal-Mart

Payless

Federated

Footlocker

Famous Footwear

Nordstrom

Kohl's

Finish Line

JC Penny

Target

DSW

Dillard's

Sears

Shoe Carnival

Kmart

% Share of Dollars

Source: Competitive Shares reported by NPD Consumer Panel Survey, 12

Months ending January 2006.

11

Overview of our Retail Businesses:

Our Portfolio of Retail Concepts - 1300 Stores, 5 Web-stores

Zone

Rank

No. 1

No. 4

Women’s specialty

Family, branded

No. 3

Internet footwear

Retail Famous Footwear Naturalizer Shoes.com

Brands Factory Brand Shoes Via Spiga stores Naturalizer.com

FX LaSalle Famousfootwear.com

Source: Competitive Shares reported by NPD Consumer

Panel Survey, 12 Months ending January 2006.

12

BWS Enterprise-Wide Strategies for Sustainable Growth:

1) Create differentiation - for our stores, our footwear, our brands

2) Delight consumers with our footwear design & styles

3) Lead in Speed-to-Market - to increase sell-throughs and reduce

   markdown risk.

4) Build value via our portfolio of brands

Balance Growth + Investment - delivering earnings performance

while investing for the future

13

2005 Accomplishments

1) Gained traction at Famous Footwear: Record 3Q; Traffic up

2) Acquired Bennett: upscale brands delivering as promised

3) Achieved rebound in key areas of wholesale business:

   strengthening operating margins

4) Restructured Naturalizer store base: closings completed

5) Strengthened balance sheet

14

Long-Term Goal - Targeting high single-digit revenue growth

and 10-15% compound earnings growth rate.

Growth drivers include:

n Bennett acquisition

n Wholesale margin opportunities - from strong, differentiated

    brands

n Specialty Retail initiative

n Famous Footwear traction

n E-commerce growth

Longer term growth:

n ExCEL expected to give us sourcing/speed advantage

n Famous Footwear potential for significant expansion