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(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 _____________

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.
 
 

ITEM 1 - FINANCIAL STATEMENTS

(Thousands)

	(Unaudited)
	November 1, 2003			November 2, 2002			February 1, 2003
ASSETS
Current Assets
Cash and Cash Equivalents	$	52,750		$	35,192		$	32,121
Receivables		64,534			65,400			82,486
Inventories		376,602			381,444			392,584
Prepaid Expenses and Other Current Assets		24,717			32,226			20,978
Total Current Assets		518,603			514,262			528,169
Other Assets		84,056			82,834			83,292
Goodwill and Intangible Assets, Net		20,435			19,178			18,602
Property and Equipment		271,405			249,560			255,966
Allowances for Depreciation       and Amortization		(186,598	)		(167,742	)		(171,153	)
		84,807			81,818			84,813
	$	707,901		$	698,092		$	714,876
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable	$	16,000		$	37,000		$	29,000
Accounts Payable		107,894			112,928			129,209
Accrued Expenses		93,613			97,296			100,801
Income Taxes		14,272			8,950			5,352
Current Maturities of Long-Term Debt		3,500			20,000			20,000
Total Current Liabilities		235,279			276,174			284,362
Long-Term Debt and Capitalized    Lease Obligations		100,000			103,492			103,493
Other Liabilities		28,317			31,216			30,414
Shareholders' Equity
Common Stock		67,640			66,171			66,311
Additional Capital		55,135			49,798			50,224
Unamortized Value of Restricted Stock		(2,691	)		(2,191	)		(1,961	)
Accumulated Other Comprehensive Loss		(5,366	)		(12,166	)		(11,147	)
Retained Earnings		229,587			185,598			193,180
		344,305			287,210			296,607
	$	707,901		$	698,092		$	714,876

See Notes to Condensed Consolidated Financial Statements.

(Thousands, except per share amounts)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	November 1,  2003			November 2, 2002			November 1, 2003			November 2, 2002
Net Sales	$	493,433		$	486,318		$	1,398,261		$	1,389,311
Cost of Goods Sold		288,721			287,681			820,557			832,231
Gross Profit		204,712			198,637			577,704			557,080
Selling & Administrative Expenses		172,278			167,123			511,317			497,786
Operating Earnings		32,434			31,514			66,387			59,294
Interest Expense		2,256			2,840			7,679			9,506
Interest Income		(118	)		(128	)		(318	)		(275	)
Earnings Before Income Taxes		30,296			28,802			59,026			50,063
Income Tax Provision		9,096			7,780			17,267			14,239
NET EARNINGS	$	21,200		$	21,022		$	41,759		$	35,824
BASIC EARNINGS PER     COMMON SHARE	$	1.19		$	1.21		$	2.37		$	2.06
DILUTED EARNINGS PER     COMMON SHARE	$	1.13		$	1.18		$	2.25		$	2.01
DIVIDENDS PER COMMON SHARE	$	.10		$	.10		$	.30		$	.30

See Notes to Condensed Consolidated Financial Statements.

(Thousands)

See Notes to Condensed Consolidated Financial Statements.

BROWN SHOE COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

Note 1 - Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and reflect all adjustments which management believes necessary (which include only normal recurring accruals) to present fairly the Company's financial position, results of operations, and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company's financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States.

Certain prior period amounts on the condensed consolidated balance sheets and statements of earnings have been reclassified to conform to current period presentation. These reclassifications did not affect net earnings.

The Company's business is subject to seasonal influences, particularly the back-to-school selling season at Famous Footwear which falls in the Company's third quarter. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

For further information refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended February 1, 2003.
 

Note 2 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods ended November 1, 2003 and November 2, 2002 (000's, except per share data):
 

	Thirteen Weeks Ended						Thirty-nine Weeks
	November 1 2003			November 2,  2002			November 1,  2003			November 2,  2002
Numerator:
Net earnings - Basic and Diluted	$	21,200		$	21,022		$	41,759		$	35,824
Denominator:
Weighted average shares        outstanding - Basic		17,761			17,394			17,634			17,349
Effect of potentially dilutive securities		937			399			900			517
Weighted average shares        outstanding - Diluted		18,698			17,793			18,534			17,866
Basic earnings per common share	$	1.19		$	1.21		$	2.37		$	2.06
Diluted earnings per common share	$	1.13		$	1.18		$	2.25		$	2.01

The following options were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares (000's):
 

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	November 1,  2003		November 2,  2002		November 1, 2003		November 2,  2002
Options to purchase shares of common stock	35		584		37		388

Note 3 - Comprehensive Income

Comprehensive Income includes changes in equity related to foreign currency translation adjustments and unrealized gains/losses from derivatives used for hedging activities.

The following table sets forth the reconciliation from Net Earnings to Comprehensive Income for the periods ended November 1, 2003 and November 2, 2002 (000's):
 

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	November 1, 2003			November 2, 2002			November 1, 2003			November 2, 2002
Net Earnings	$	21,200		$	21,022		$	41,759		$	35,824
Other Comprehensive Income:
Foreign Currency Translation Adjustment		2,448			649			5,707			722
Unrealized Gains (Losses) on Derivative Instruments		(88	)		(1,045	)		74			(2,913	)
		2,360			(396	)		5,781			(2,191	)
Comprehensive Income	$	23,560		$	20,626		$	47,540		$	33,633

Note 4 - Business Segment Information

Applicable business segment information is as follows for the periods ended November 1, 2003 and November 2, 2002 (000's):
 

	Famous Footwear			Wholesale Operations			Naturalizer Retail			Other			Totals
Thirteen Weeks Ended November 1, 2003
External Sales	$	301,588		$	140,062		$	49,789		$	1,994		$	493,433
Intersegment Sales		-			35,968			-			-			35,968
Operating earnings (loss)		23,427			15,421			(166	)		(6,248	)		32,434
Thirteen Weeks Ended November 2, 2002
External Sales	$	294,535		$	140,795		$	49,898		$	1,090		$	486,318
Intersegment Sales		-			38,502			-			-			38,502
Operating earnings (loss)		22,585			11,712			1,535			(4,318	)		31,514

The "Other" segment includes Corporate administrative and other expenses, which are not allocated to the operating units, and the Company's investment in its majority-owned subsidiary, Shoes.com, Inc., a footwear e-commerce company.

Certain prior year operating earnings (losses) have been recast to include amounts that were previously classified as non-operating expenses to conform to current year presentation.
 

Note 5 - Restructuring Reserves

In the fourth quarter of fiscal 2001, the Company recorded charges and reserves of $16.8 million to close 97 domestic Naturalizer retail stores. During fiscal 2002, the Company decided to keep four of the originally identified stores open and to close an additional 13 stores, resulting in 106 stores being included under this program. At February 1, 2003, the reserve balance was $0.5 million, and negotiations with landlords to buy out of store leases had been completed for all but one store. During the first half of fiscal 2003, payments to landlords depleted the reserve balance.

Also in the fourth quarter of fiscal 2001, the Company established a reserve of $3.5 million for severance costs related to the elimination of 117 positions as the Company moved to a new Shared Services platform for its Human Resources, Finance and Information Systems functions. At February 1, 2003, the reserve balance was $0.3 million. During the first quarter of fiscal 2003, the reserve balance was depleted due to payments related to the terminated employees and the reversal of $0.1 million of unrequired reserve.
 
 

Note 6 - Goodwill and Other Intangible Assets

Goodwill and intangible assets were attributable to the Company's operating segments as follows (000's):
 

	November 1, 2003			November 2,  2002			February 1, 2003
Famous Footwear	$	3,529		$	3,529		$	3,529
Wholesale Operations		10,248			10,263			10,259
Naturalizer Retail		5,323			4,506			4,614
Other		1,335			880			200
	$	20,435		$	19,178		$	18,602

The change between periods for the Naturalizer Retail segment reflects changes in the Canadian dollar exchange rate. The change in the Other segment from February 1, 2003 to November 1, 2003 of $1.1 million reflects the acquisition of additional shares of Shoes.com Inc. by the Company.

Note 7 - Stock-Based Compensation

As of November 1, 2003, the Company had four stock-based compensation plans, which are described more fully in Note 16 of the Company's fiscal 2002 Annual Report on Form 10-K. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Compensation expense is recognized in net earnings for stock appreciation units, stock performance plans and restricted stock grants. No stock-based employee compensation cost is reflected in net earnings for stock options, as all option grants had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock options outstanding (000's, except per share amounts):
 

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	November 1, 2003			November 2, 2002			November 1,  2003			November 2,  2002
Net earnings, as reported	$	21,200		$	21,022		$	41,759		$	35,824
Deduct: Total stock-based employee     compensation expense determined under     the fair value based method for stock option     awards, net of related tax effect		548			509			1,732			1,478
Pro forma net earnings	$	20,652		$	20,515		$	40,027		$	34,346
Earnings per share:
Basic - as reported	$	1.19		$	1.21		$	2.37		$	2.06
Basic - pro forma	$	1.16		$	1.18		$	2.27		$	1.98
Diluted - as reported	$	1.13		$	1.18		$	2.25		$	2.01
Diluted - pro forma	$	1.10		$	1.15		$	2.16		$	1.92