As Filed with the Securities and Exchange Commission on July 26, 2001
                                                   Registration No.  333-______
===============================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                               Under the
                        SECURITIES ACT OF 1933

                       BROWN SHOE COMPANY, INC.
        (Exact name of Registrant as specified in its charter)

          New York                                  43-0197190
(State or Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                 Identification No.)

                         8300 Maryland Avenue
                      St. Louis, Missouri  63105
             (Address, including zip code, of Registrant's
                      principal executive offices)

             BROWN SHOE COMPANY, INC. 401(k) SAVINGS PLAN
                       (Full Title of the Plan)

                      Michael I. Oberlander, Esq.
                       Brown Shoe Company, Inc.
                         8300 Maryland Avenue
                      St. Louis, Missouri  63105
                            (314) 854-4000
                  (Name, address and telephone number,
              including area code, of agent for service)

                ________________________________

                CALCULATION OF REGISTRATION FEE
===============================================================================
                                     Proposed       Proposed
                                     Maximum        Maximum
                                     Offering       Aggregate    Amount of
                                     Price          Offering     Registration
to be Registered       Registered    Per Share(1)   Price(1)     Fee
===============================================================================
Common Stock, par       500,000        $15.50       $7,750,000     $1,938
value $3.75 per        shares(3)(4)
share, including
Common Stock
purchase rights(2)
===============================================================================

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange on July 24, 2001 in accordance
     with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
(2)  Each share of Common Stock also represents one Common Stock Purchase
     Right. Value attributable to such Common Stock Purchase Right, if any, is
     reflected in the market price of the Common Stock. Prior to the occurrence
     of certain events as set forth in the Shareholder Rights Plan (See the
     Company's Current Report on Form 8-K dated March 8, 1996, as amended by
     the Company's Current Report on Form 8-K dated August 8, 1997), the Common
     Stock Purchase Rights will not be evidenced separately from the Common
     Stock.
(3)  This Registration Statement also relates to such indeterminate number of
     additional shares as may be issuable pursuant to anti-dilution provisions.
(4)  Pursuant to Rule 416(c) under the Securities Act, this registration
     statement also covers an indeterminate amount of interests to be offered
     or sold pursuant to the employee benefit plan described herein.

===============================================================================

                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.


                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Brown Shoe Company, Inc. (the "Company" or "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:

          (a)  The Company's Annual Report on Form 10-K for the fiscal  year
               ended February 3, 2001;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended May 5, 2001;

          (c)  The description of the Company's Common Stock, which is
               contained in the Company's Registration Statement on Form 10,
               as amended under cover of Form 8 filed on February 18, 1981; and

          (d)  The description of the Common Stock Purchase Rights which is
               contained in the Company's Current Report on Form 8-K dated
               March 8, 1996, as amended by the Company's Current Report on
               Form 8-K dated August 8, 1997.

          All documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof and prior to the termination of the
offering shall hereby be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained herein, in an amendment hereto, or in a
document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document incorporated or deemed to be incorporated herein
by reference, which statement is also incorporated herein by reference,
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


                                      II-2

-------------------------------------------------------------------------------

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          The legality of the Common Stock offered under the Plan has been
passed upon for the Company by Michael I. Oberlander, Esq., 8300 Maryland
Avenue, St. Louis, Missouri 63105, Vice President, General Counsel and
Corporate Secretary of the Company.  As of July 26, 2001, Mr. Oberlander
was the beneficial owner of 7,500 shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The bylaws of the Company provide that the Company shall indemnify
any director and officer, and may indemnify any employee or agent, of the
Company, or of any other entity if requested by the Company to serve as such,
against any claim, liability or expense incurred as a result of such service,
to the maximum extent permitted by law.  To the extent that such employee or
agent has been successful in the defense of a civil or criminal proceeding
arising out of such service, such employee or agent shall be entitled to such
indemnification.  The bylaws also provide that such indemnification is not
exclusive of any other indemnification to which such director, officer,
employee or agent might be entitled, and authorize the Company to enter into
agreements with any such director, officer, employee or agent, providing such
rights of indemnification as the Board of Directors deems appropriate, provided
that any such agreement shall not provide for indemnification of such a
director or officer if a judgment or other final adjudication adverse to such
director or officer establishes that his or her acts were committed in bad
faith or were the result of active or deliberate dishonesty and were material
to the cause of action adjudicated, or that he or she personally gained a
financial profit or other advantage to which such director or officer was not
legally entitled.  Finally, the Company may purchase and maintain insurance
to indemnify any such director, officer, employee or agent, to the maximum
extent allowed by law, whether or not the Company would otherwise have the
power to indemnify such person.

         The foregoing statement is qualified in its entirety by reference to
the Company's bylaws, as amended.

         New York law authorizes a corporation to indemnify any person made,
or threatened to be made, a party to any action  or proceeding, civil or
criminal, other than a shareholders' derivative action, by reason of being a
director or officer of the corporation or serving any other entity in any
capacity (at the request of the corporation), against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
in connection therewith, if such director or officer acted in good faith, for
a purpose he or she reasonably believed to be in, or, in the case of service
to any other entity, not opposed to, the best interests of the corporation
and, in criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful.  A corporation may indemnify any person made, or
threatened to be made, a party to a shareholders' derivative  action, in the
circumstances and to the extent described in the preceding sentence, except
that in such case no indemnification shall be made for a threatened action,
or a pending action which is settled or otherwise disposed of, or any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation, unless and only to the extent the court finds that such
person is fairly and reasonably entitled to such indemnification.  Any person
who has been successful, on the merits or otherwise, in the defense of a
civil or criminal proceeding as described above in this paragraph, shall be
entitled to indemnification under New York law.

         New York law provides that its statutory provisions relating to
indemnification shall not be exclusive of any other indemnification to which
a director or officer may be entitled by reason of the certificate of
incorporation, bylaws, or, if authorized by the certificate or bylaws, by


                                      II-3
-------------------------------------------------------------------------------

reason of a resolution of the stockholders or the directors as of an agreement
with the corporation, provided that no indemnification may be made to or on
behalf of an officer or director if a final adjudication adverse to the
director or officer establishes that his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action adjudicated, or that such officer or director personally
gained a financial profit or other advantage to which he or she was not
legally entitled.

          The foregoing statement is qualified in its entirety by reference to
Sections 715, 717 and 721 through 725 of the New York Business Corporation
Law.

          The directors and officers of the Company are insured under a policy
of directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         (a)  Reference is made to the Exhibit Index filed herewith.

         (b)  The Company hereby undertakes that it will submit, or has
submitted, in a timely manner the Plan and any amendment thereto to the
Internal Revenue Service for purposes of obtaining a determination letter that
the Plan is qualified under Section 401 of the Internal Revenue Code of 1986,
as amended, and has made or will make all changes required by the Internal
Revenue Service in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
              of the Securities Act of 1933;

                   (ii)  To reflect in the  prospectus any facts or events
              arising after the effective date of this Registration Statement
              (or the most recent post-effective amendment hereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in this Registration Statement;
              and

                   (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
              not apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed by the Registrant with the Commission pursuant to
              Section 13 or Section 15(d) of the Securities Exchange Act of
              1934 that are incorporated by reference in this Registration
              Statement.


                                          II-4
-------------------------------------------------------------------------------
              (2)  That, for the purpose of determining  any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered  which remain unsold
         at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration  statement  shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.


                                          II-5
-------------------------------------------------------------------------------

                           SIGNATURES

     The Registrant
     ---------------

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clayton, State of
Missouri on July 25, 2001.

                                       BROWN SHOE COMPANY, INC.


                                       By: /s/ Michael I. Oberlander
                                           -----------------------------------
                                           Michael I. Oberlander
                                           Vice President, General Counsel
                                           and Corporate Secretary

         Each person whose signature appears below hereby constitutes and
appoints Ronald A. Fromm, Andrew  M. Rosen  and Michael I. Oberlander and each
of them (with full power to each of them to act alone), his or her true and
lawful attorneys in fact and agents for him or her and on his or her behalf
and in his or her name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits and any and all other documents
filed with respect thereto, with the Securities and Exchange Commission (or
any other governmental or regulatory authority), granting unto said attorneys,
and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he or she might or could do if personally present, hereby ratifying and
confirming all that said attorneys in fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 25, 2001.

        Signature                                   Title
        ---------                                   -----


/s/ Ronald A. Fromm                 Chairman of the Board, President and
------------------------------      Chief Executive Officer and Director
Ronald A. Fromm                     (Principal Executive Officer)


/s/ Andrew M. Rosen                 Senior Vice President, Chief Financial
------------------------------      Officer and Treasurer
Andrew M. Rosen                     (Principal Financial Officer)


/s/ Richard C. Schumacher           Vice President and Controller
------------------------------      (Principal Accounting Officer)
Richard C. Schumacher



                                      II-6
-------------------------------------------------------------------------------

                                    Director
------------------------------
Joseph L. Bower


/s/ Julie C. Esrey                  Director
------------------------------
Julie C. Esrey


/s/ Richard A. Liddy                Director
------------------------------
Richard A. Liddy


/s/ John Peters MacCarthy           Director
------------------------------
John Peters MacCarthy


/s/ Patricia G. McGinnis            Director
------------------------------
Patricia G. McGinnis


/s/ W. Patrick McGinnis             Director
------------------------------
W. Patrick McGinnis


/s/ Jerry E. Ritter                 Director
------------------------------
Jerry E. Ritter


      The Plan
      --------

         Pursuant to the requirements of the Securities Act of 1933, the Brown
Shoe Company, Inc. 401(k) Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clayton, State of Missouri, on July 25, 2001.

                                    Brown Shoe Company, Inc. 401(k) Savings Plan


                                    By: /s/ Andrew M. Rosen
                                        ----------------------------------------
                                        Andrew M. Rosen
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer of Brown Shoe
                                        Company, Inc., Administrator of the Plan


                                     II-7
--------------------------------------------------------------------------------

                          EXHIBIT INDEX

Exhibit
Number     Description of Exhibits
-------    -----------------------

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

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

4.3        Amendment of Certificate of Incorporation of the Company filed
           May 27, 1999, incorporated herein by reference to Exhibit 3 to the
           Company's Quarterly Report on Form 10-Q for the quarterly period
           ended May 1, 1999.

4.4        Bylaws of the Company as amended through March 2, 2000, incorporated
           herein by reference to Exhibit 3(b) to the Company's Annual Report
           on Form 10-K for the fiscal year ended January 29, 2000.

4.5        Rights Agreement, dated as of March 7, 1996, between the Company
           and First Chicago Trust Company of New York, which includes as
           Exhibit A the form of Rights Certificate evidencing the Company's
           Common Stock Purchase Rights, incorporated herein by reference to
           the Company's Current Report on Form 8-K dated March 8, 1996.

4.6        Amendment to Rights Agreement between the Company and First Chicago
           Trust Company of New York, dated as of July 8, 1997, effective
           August 11, 1997, incorporated herein by reference to the Company's
           Current Report on Form 8-K dated August 8, 1997.

5.1        Legal Opinion of Counsel

23.1       Consent of Independent Auditors.

23.2       Consent of Michael I. Oberlander, Esq. (Included in Exhibit 5.1).

24.1       Power of Attorney (Included on Signature Page).


                                       II-8
-------------------------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "s8401k.txt", "description": "FORM S-8", "secsgml_size_bytes": 23269}]
{"company-data": {"conformed-name": "BROWN SHOE CO INC/", "cik": "0000014707", "assigned-sic": "3140", "irs-number": "430197190", "state-of-incorporation": "NY", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65900", "film-number": "1689812"}, "business-address": {"street1": "8300 MARYLAND AVE", "street2": "P O BOX 29", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148544000"}, "mail-address": {"street1": "P O BOX 29", "city": "ST LOUIS", "state": "MO", "zip": "63166"}, "former-company": [{"former-conformed-name": "BROWN GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "BROWN SHOE CO INC", "date-changed": "19720327"}]}
As Filed with the Securities and Exchange Commission on July 26, 2001
                                                   Registration No.  333-______
===============================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                               Under the
                        SECURITIES ACT OF 1933

                       BROWN SHOE COMPANY, INC.
        (Exact name of Registrant as specified in its charter)

          New York                                  43-0197190
(State or Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                 Identification No.)

                         8300 Maryland Avenue
                      St. Louis, Missouri  63105
             (Address, including zip code, of Registrant's
                      principal executive offices)

             BROWN SHOE COMPANY, INC. 401(k) SAVINGS PLAN
                       (Full Title of the Plan)

                      Michael I. Oberlander, Esq.
                       Brown Shoe Company, Inc.
                         8300 Maryland Avenue
                      St. Louis, Missouri  63105
                            (314) 854-4000
                  (Name, address and telephone number,
              including area code, of agent for service)

                ________________________________

                CALCULATION OF REGISTRATION FEE
===============================================================================
                                     Proposed       Proposed
                                     Maximum        Maximum
                                     Offering       Aggregate    Amount of
                                     Price          Offering     Registration
to be Registered       Registered    Per Share(1)   Price(1)     Fee
===============================================================================
Common Stock, par       500,000        $15.50       $7,750,000     $1,938
value $3.75 per        shares(3)(4)
share, including
Common Stock
purchase rights(2)
===============================================================================

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange on July 24, 2001 in accordance
     with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
(2)  Each share of Common Stock also represents one Common Stock Purchase
     Right. Value attributable to such Common Stock Purchase Right, if any, is
     reflected in the market price of the Common Stock. Prior to the occurrence
     of certain events as set forth in the Shareholder Rights Plan (See the
     Company's Current Report on Form 8-K dated March 8, 1996, as amended by
     the Company's Current Report on Form 8-K dated August 8, 1997), the Common
     Stock Purchase Rights will not be evidenced separately from the Common
     Stock.
(3)  This Registration Statement also relates to such indeterminate number of
     additional shares as may be issuable pursuant to anti-dilution provisions.
(4)  Pursuant to Rule 416(c) under the Securities Act, this registration
     statement also covers an indeterminate amount of interests to be offered
     or sold pursuant to the employee benefit plan described herein.

===============================================================================

                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Brown Shoe Company, Inc. (the "Company" or "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:

          (a)  The Company's Annual Report on Form 10-K for the fiscal  year
               ended February 3, 2001;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended May 5, 2001;

          (c)  The description of the Company's Common Stock, which is
               contained in the Company's Registration Statement on Form 10,
               as amended under cover of Form 8 filed on February 18, 1981; and

          (d)  The description of the Common Stock Purchase Rights which is
               contained in the Company's Current Report on Form 8-K dated
               March 8, 1996, as amended by the Company's Current Report on
               Form 8-K dated August 8, 1997.

          All documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof and prior to the termination of the
offering shall hereby be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained herein, in an amendment hereto, or in a
document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document incorporated or deemed to be incorporated herein
by reference, which statement is also incorporated herein by reference,
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                      II-2

-------------------------------------------------------------------------------

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          The legality of the Common Stock offered under the Plan has been
passed upon for the Company by Michael I. Oberlander, Esq., 8300 Maryland
Avenue, St. Louis, Missouri 63105, Vice President, General Counsel and
Corporate Secretary of the Company.  As of July 26, 2001, Mr. Oberlander
was the beneficial owner of 7,500 shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The bylaws of the Company provide that the Company shall indemnify
any director and officer, and may indemnify any employee or agent, of the
Company, or of any other entity if requested by the Company to serve as such,
against any claim, liability or expense incurred as a result of such service,
to the maximum extent permitted by law.  To the extent that such employee or
agent has been successful in the defense of a civil or criminal proceeding
arising out of such service, such employee or agent shall be entitled to such
indemnification.  The bylaws also provide that such indemnification is not
exclusive of any other indemnification to which such director, officer,
employee or agent might be entitled, and authorize the Company to enter into
agreements with any such director, officer, employee or agent, providing such
rights of indemnification as the Board of Directors deems appropriate, provided
that any such agreement shall not provide for indemnification of such a
director or officer if a judgment or other final adjudication adverse to such
director or officer establishes that his or her acts were committed in bad
faith or were the result of active or deliberate dishonesty and were material
to the cause of action adjudicated, or that he or she personally gained a
financial profit or other advantage to which such director or officer was not
legally entitled.  Finally, the Company may purchase and maintain insurance
to indemnify any such director, officer, employee or agent, to the maximum
extent allowed by law, whether or not the Company would otherwise have the
power to indemnify such person.

         The foregoing statement is qualified in its entirety by reference to
the Company's bylaws, as amended.

         New York law authorizes a corporation to indemnify any person made,
or threatened to be made, a party to any action  or proceeding, civil or
criminal, other than a shareholders' derivative action, by reason of being a
director or officer of the corporation or serving any other entity in any
capacity (at the request of the corporation), against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
in connection therewith, if such director or officer acted in good faith, for
a purpose he or she reasonably believed to be in, or, in the case of service
to any other entity, not opposed to, the best interests of the corporation
and, in criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful.  A corporation may indemnify any person made, or
threatened to be made, a party to a shareholders' derivative  action, in the
circumstances and to the extent described in the preceding sentence, except
that in such case no indemnification shall be made for a threatened action,
or a pending action which is settled or otherwise disposed of, or any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation, unless and only to the extent the court finds that such
person is fairly and reasonably entitled to such indemnification.  Any person
who has been successful, on the merits or otherwise, in the defense of a
civil or criminal proceeding as described above in this paragraph, shall be
entitled to indemnification under New York law.

         New York law provides that its statutory provisions relating to
indemnification shall not be exclusive of any other indemnification to which
a director or officer may be entitled by reason of the certificate of
incorporation, bylaws, or, if authorized by the certificate or bylaws, by

                                      II-3
-------------------------------------------------------------------------------

reason of a resolution of the stockholders or the directors as of an agreement
with the corporation, provided that no indemnification may be made to or on
behalf of an officer or director if a final adjudication adverse to the
director or officer establishes that his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action adjudicated, or that such officer or director personally
gained a financial profit or other advantage to which he or she was not
legally entitled.

          The foregoing statement is qualified in its entirety by reference to
Sections 715, 717 and 721 through 725 of the New York Business Corporation
Law.

          The directors and officers of the Company are insured under a policy
of directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         (a)  Reference is made to the Exhibit Index filed herewith.

         (b)  The Company hereby undertakes that it will submit, or has
submitted, in a timely manner the Plan and any amendment thereto to the
Internal Revenue Service for purposes of obtaining a determination letter that
the Plan is qualified under Section 401 of the Internal Revenue Code of 1986,
as amended, and has made or will make all changes required by the Internal
Revenue Service in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
              of the Securities Act of 1933;

                   (ii)  To reflect in the  prospectus any facts or events
              arising after the effective date of this Registration Statement
              (or the most recent post-effective amendment hereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in this Registration Statement;
              and

                   (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
              not apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed by the Registrant with the Commission pursuant to
              Section 13 or Section 15(d) of the Securities Exchange Act of
              1934 that are incorporated by reference in this Registration
              Statement.

                                          II-4
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              (2)  That, for the purpose of determining  any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered  which remain unsold
         at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration  statement  shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                          II-5
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                           SIGNATURES

     The Registrant
     ---------------

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clayton, State of
Missouri on July 25, 2001.

                                       BROWN SHOE COMPANY, INC.

                                       By: /s/ Michael I. Oberlander
                                           -----------------------------------
                                           Michael I. Oberlander
                                           Vice President, General Counsel
                                           and Corporate Secretary

         Each person whose signature appears below hereby constitutes and
appoints Ronald A. Fromm, Andrew  M. Rosen  and Michael I. Oberlander and each
of them (with full power to each of them to act alone), his or her true and
lawful attorneys in fact and agents for him or her and on his or her behalf
and in his or her name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits and any and all other documents
filed with respect thereto, with the Securities and Exchange Commission (or
any other governmental or regulatory authority), granting unto said attorneys,
and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he or she might or could do if personally present, hereby ratifying and
confirming all that said attorneys in fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 25, 2001.

        Signature                                   Title
        ---------                                   -----

/s/ Ronald A. Fromm                 Chairman of the Board, President and
------------------------------      Chief Executive Officer and Director
Ronald A. Fromm                     (Principal Executive Officer)

/s/ Andrew M. Rosen                 Senior Vice President, Chief Financial
------------------------------      Officer and Treasurer
Andrew M. Rosen                     (Principal Financial Officer)

/s/ Richard C. Schumacher           Vice President and Controller
------------------------------      (Principal Accounting Officer)
Richard C. Schumacher

                                      II-6
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                                    Director
------------------------------
Joseph L. Bower

/s/ Julie C. Esrey                  Director
------------------------------
Julie C. Esrey

/s/ Richard A. Liddy                Director
------------------------------
Richard A. Liddy

/s/ John Peters MacCarthy           Director
------------------------------
John Peters MacCarthy

/s/ Patricia G. McGinnis            Director
------------------------------
Patricia G. McGinnis

/s/ W. Patrick McGinnis             Director
------------------------------
W. Patrick McGinnis

/s/ Jerry E. Ritter                 Director
------------------------------
Jerry E. Ritter

      The Plan
      --------

         Pursuant to the requirements of the Securities Act of 1933, the Brown
Shoe Company, Inc. 401(k) Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clayton, State of Missouri, on July 25, 2001.

                                    Brown Shoe Company, Inc. 401(k) Savings Plan

                                    By: /s/ Andrew M. Rosen
                                        ----------------------------------------
                                        Andrew M. Rosen
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer of Brown Shoe
                                        Company, Inc., Administrator of the Plan

                                     II-7
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                          EXHIBIT INDEX

Exhibit
Number     Description of Exhibits
-------    -----------------------

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

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

4.3        Amendment of Certificate of Incorporation of the Company filed
           May 27, 1999, incorporated herein by reference to Exhibit 3 to the
           Company's Quarterly Report on Form 10-Q for the quarterly period
           ended May 1, 1999.

4.4        Bylaws of the Company as amended through March 2, 2000, incorporated
           herein by reference to Exhibit 3(b) to the Company's Annual Report
           on Form 10-K for the fiscal year ended January 29, 2000.

4.5        Rights Agreement, dated as of March 7, 1996, between the Company
           and First Chicago Trust Company of New York, which includes as
           Exhibit A the form of Rights Certificate evidencing the Company's
           Common Stock Purchase Rights, incorporated herein by reference to
           the Company's Current Report on Form 8-K dated March 8, 1996.

4.6        Amendment to Rights Agreement between the Company and First Chicago
           Trust Company of New York, dated as of July 8, 1997, effective
           August 11, 1997, incorporated herein by reference to the Company's
           Current Report on Form 8-K dated August 8, 1997.

5.1        Legal Opinion of Counsel

23.1       Consent of Independent Auditors.

23.2       Consent of Michael I. Oberlander, Esq. (Included in Exhibit 5.1).

24.1       Power of Attorney (Included on Signature Page).

                                       II-8
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