As Filed with the Securities and Exchange Commission July 26, 1999
                                                  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 otherjurisdiction 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)

             INCENTIVE AND STOCK COMPENSATION PLAN OF 1999
             ---------------------------------------------
                       (Full Title of the Plan)

                            Andrew M. Rosen
                  Senior Vice President and Treasurer
                       Brown Shoe Company, Inc.
                         8300 Maryland Avenue
                       St. Louis, Missouri 63105
                            (314) 854-4000
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)
              -----------------------------------------

                    CALCULATION OF REGISTRATION FEE
==============================================================================
                                      Proposed     Proposed
      Title of                        Maximum      Maximum
     Securities           Amount      Offering     Aggregate      Amount of
       to Be               to Be      Price per    Offering      Registration
     Registered         Registered    Share (1)    Price (1)        Fee
------------------------------------------------------------------------------
Common Stock, $3.75       900,000      $19.90      $17,910,000      $4,979
par value, including    shares (3)
Common Stock Purchase
Rights (2)
==============================================================================
(1)  Computed  pursuant to Rule 457(c) and (h) solely for the  purpose
     of determining the registration fee.  Proposed maximum offering price
     represents (i) the weighted average price per share based on  the
     exercise price of stock options already granted and (ii) the average
     of the high and low reported market prices per share of Brown Shoe
     Company, Inc. Common Stock reported on the New York Stock Exchange for
     July 21, 1999, with respect to securities for which options have not
     yet been granted.
(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 Company's Form 8-K dated March 8, 1996,
     as  amended  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 covers such additional shares of
     Common Stock as may be issuable pursuant to antidilution provisions
     and also relates to such additional shares from the Brown Group, Inc.
     Stock Option and Restricted Stock Plan of 1998 (the "1998 Plan") which
     have not as yet been awarded under the 1998 Plan and shares subject to
     any award under the 1998 Plan that are canceled, terminate, expire, or
     lapse for any reason.  Such shares have been incorporated into the
     Incentive and Stock Compensation Plan of 1999 and were previously
     registered on Form S-8 (Registration No. 333-60671) and filed  on
     August 5, 1998, as amended by Post-Effective Amendment No. 1 filed on
     August 7, 1998, in connection with which filing fees were paid.



                                PART II

                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents, which have been filed by Brown Shoe
Company,  Inc.  (formerly known as Brown Group, Inc.) ("the  Company")
with  the  Securities  and Exchange Commission,  are  incorporated  by
reference into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal
               year ended January 30, 1999.
          (b)  The Company's  Quarterly Report  on Form  10-Q  for the
               quarterly period ended May 1, 1999.
          (c)  The  Company's Current Report on Form 8-K dated May 27,
               1999.
          (d)  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.
          (e)  The  description of the  Common Stock  Purchase  Rights
               which  is contained  in the  Company's  Form 8-K  dated
               March 7, 1996,  as  amended on Form 8-K dated August 8,
               1997.

          All documents  subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934  (the  "1934  Act"),  prior to the  filing  of  a  post-effective
amendment  which indicates that all securities offered have been  sold
or  which  deregisters all securities then remaining unsold, shall  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 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  which also is or is deemed to be incorporated  by  reference
herein  modifies or supersedes such statement.  Any such statement  so
modified  or superseded shall not be deemed, except as so modified  or
superseded, to constitute part of this Registration Statement.

Item 4.   Description of Securities.

          The securities to be offered are registered under Section 12
of the 1934 Act.

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 Robert D. Pickle, 8300  Maryland
Avenue, St. Louis, Missouri 63105, Vice President, General Counsel and
Corporate  Secretary of the Company.  As of July 23, 1999, Mr.  Pickle
was  the  beneficial owner of 23,100 shares of Common Stock  and  held
options to acquire 16,000 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, allowing 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  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  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.

          New  York  law  authorizes  a corporation to  indemnify  any
person made, or threatened to be made, a party to any action, 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.  A corporation  may
indemnify  any  person  made, 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 or bylaws  or,  if  authorized  by  the
certificate or bylaws, by reason of an agreement with the corporation,
provided that no indemnification may be made to 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.

          Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933, as amended, may be permitted  to  directors,
officers,  or  persons  controlling  the  Company  pursuant  to   such
provisions, the Company has been informed that in the opinion  of  the
Securities  and  Exchange Commission such indemnification  is  against
public  policy  as expressed in the Securities Act  of  1933  and  is,
therefore, unenforceable.

          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.

          Reference is made to the Exhibit Index filed herewith.

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 the Registration  Statement
     (or  the  most  recent post-effective amendment  thereof)  which,
     individually or in the aggregate, represent a fundamental  change
     in  the  information  set  forth in this Registration  Statement.
     Notwithstanding the foregoing, any increase or decrease in volume
     of  securities  offered (if the total dollar value of  securities
     offered  would  not  exceed that which was  registered)  and  any
     deviation  from  the  low or high and of  the  estimated  maximum
     offering  range may be reflected in the form of prospectus  filed
     with  the  Securities and Exchange Commission  pursuant  to  Rule
     424(b) of the Securities Act if, in the aggregate, the changes in
     volume and price represent no more than 20 percent change in  the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective Registration Statement;

          (iii) To include any material information with respect
     to  the  plan  of  distribution not previously disclosed  in  the
     Registration Statement or any material change to such information
     in the 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 pursuant to Section 13 or Section
     15(d)   of   the  Securities  Exchange  Act  of  1934  that   are
     incorporated by reference in the Registration Statement.

     (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 this 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
Securities Act of 1993 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 Securities Act of 1933 and will be governed  by  the
final adjudication of such issue.


                              SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933,
the  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  County  of  St.
Louis, State of Missouri, on July 26, 1999.

                              Brown Shoe Company, Inc.



                              By:  /s/ Harry E. Rich
                              ----------------------------------
                                   Harry E. Rich
                                   Executive Vice President and
                                   Chief Financial Officer

                           POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes
and  appoints Harry E. Rich, Robert D. Pickle, and Andrew M. Rosen 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 26, 1999.

     Name                          Title
     ----                          -----

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



/s/ Harry E. Rich                  Executive Vice President, Chief
----------------------------       Financial Officer and Director
  Harry E. Rich




     Name                          Title
     ----                          -----



  /s/ Richard C. Schumacher        Vice President and Controller
-----------------------------
  Richard C. Schumacher




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



-----------------------------      Director
  Julie C. Esrey



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



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



-----------------------------      Director
  Patricia G. McGinnis



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



                       Brown Shoe Company, Inc.

                            EXHIBIT INDEX
Exhibit
Number   Description
-------  -----------

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 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 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 Report on Form 10-Q for the
         quarterly period ended May 1, 1999.

4.4      Bylaws of the Company as amended through April 20, 1999,
         incorporated herein by reference to Exhibit 3(b) to the
         Company's Report on Form 10-K for the fiscal year ended
         January 30, 1999.

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 Form 8-K
         dated March 8, 1996.

4.6      Amendment to Rights Agreement between Brown Group, Inc. 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 Form 8-K dated August 8, 1997.

5.1      Legal Opinion of Counsel

23.1     Consent of Ernst & Young LLP

23.2     Consent of Robert D. Pickle, Esq. (included in Exhibit 5.1)

24.1     Power of Attorney (included on Signature Page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21781}]
{"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": "333-83717", "film-number": "99670069"}, "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 July 26, 1999
                                                  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 otherjurisdiction 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)

             INCENTIVE AND STOCK COMPENSATION PLAN OF 1999
             ---------------------------------------------
                       (Full Title of the Plan)

                            Andrew M. Rosen
                  Senior Vice President and Treasurer
                       Brown Shoe Company, Inc.
                         8300 Maryland Avenue
                       St. Louis, Missouri 63105
                            (314) 854-4000
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)
              -----------------------------------------

                    CALCULATION OF REGISTRATION FEE
==============================================================================
                                      Proposed     Proposed
      Title of                        Maximum      Maximum
     Securities           Amount      Offering     Aggregate      Amount of
       to Be               to Be      Price per    Offering      Registration
     Registered         Registered    Share (1)    Price (1)        Fee
------------------------------------------------------------------------------
Common Stock, $3.75       900,000      $19.90      $17,910,000      $4,979
par value, including    shares (3)
Common Stock Purchase
Rights (2)
==============================================================================
(1)  Computed  pursuant to Rule 457(c) and (h) solely for the  purpose
     of determining the registration fee.  Proposed maximum offering price
     represents (i) the weighted average price per share based on  the
     exercise price of stock options already granted and (ii) the average
     of the high and low reported market prices per share of Brown Shoe
     Company, Inc. Common Stock reported on the New York Stock Exchange for
     July 21, 1999, with respect to securities for which options have not
     yet been granted.
(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 Company's Form 8-K dated March 8, 1996,
     as  amended  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 covers such additional shares of
     Common Stock as may be issuable pursuant to antidilution provisions
     and also relates to such additional shares from the Brown Group, Inc.
     Stock Option and Restricted Stock Plan of 1998 (the "1998 Plan") which
     have not as yet been awarded under the 1998 Plan and shares subject to
     any award under the 1998 Plan that are canceled, terminate, expire, or
     lapse for any reason.  Such shares have been incorporated into the
     Incentive and Stock Compensation Plan of 1999 and were previously
     registered on Form S-8 (Registration No. 333-60671) and filed  on
     August 5, 1998, as amended by Post-Effective Amendment No. 1 filed on
     August 7, 1998, in connection with which filing fees were paid.

                                PART II

                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, which have been filed by Brown Shoe
Company,  Inc.  (formerly known as Brown Group, Inc.) ("the  Company")
with  the  Securities  and Exchange Commission,  are  incorporated  by
reference into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal
               year ended January 30, 1999.
          (b)  The Company's  Quarterly Report  on Form  10-Q  for the
               quarterly period ended May 1, 1999.
          (c)  The  Company's Current Report on Form 8-K dated May 27,
               1999.
          (d)  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.
          (e)  The  description of the  Common Stock  Purchase  Rights
               which  is contained  in the  Company's  Form 8-K  dated
               March 7, 1996,  as  amended on Form 8-K dated August 8,
               1997.

          All documents  subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934  (the  "1934  Act"),  prior to the  filing  of  a  post-effective
amendment  which indicates that all securities offered have been  sold
or  which  deregisters all securities then remaining unsold, shall  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 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  which also is or is deemed to be incorporated  by  reference
herein  modifies or supersedes such statement.  Any such statement  so
modified  or superseded shall not be deemed, except as so modified  or
superseded, to constitute part of this Registration Statement.

Item 4.   Description of Securities.

          The securities to be offered are registered under Section 12
of the 1934 Act.

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 Robert D. Pickle, 8300  Maryland
Avenue, St. Louis, Missouri 63105, Vice President, General Counsel and
Corporate  Secretary of the Company.  As of July 23, 1999, Mr.  Pickle
was  the  beneficial owner of 23,100 shares of Common Stock  and  held
options to acquire 16,000 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, allowing 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  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  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.

          New  York  law  authorizes  a corporation to  indemnify  any
person made, or threatened to be made, a party to any action, 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.  A corporation  may
indemnify  any  person  made, 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 or bylaws  or,  if  authorized  by  the
certificate or bylaws, by reason of an agreement with the corporation,
provided that no indemnification may be made to 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.

          Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933, as amended, may be permitted  to  directors,
officers,  or  persons  controlling  the  Company  pursuant  to   such
provisions, the Company has been informed that in the opinion  of  the
Securities  and  Exchange Commission such indemnification  is  against
public  policy  as expressed in the Securities Act  of  1933  and  is,
therefore, unenforceable.

          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.

          Reference is made to the Exhibit Index filed herewith.

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 the Registration  Statement
     (or  the  most  recent post-effective amendment  thereof)  which,
     individually or in the aggregate, represent a fundamental  change
     in  the  information  set  forth in this Registration  Statement.
     Notwithstanding the foregoing, any increase or decrease in volume
     of  securities  offered (if the total dollar value of  securities
     offered  would  not  exceed that which was  registered)  and  any
     deviation  from  the  low or high and of  the  estimated  maximum
     offering  range may be reflected in the form of prospectus  filed
     with  the  Securities and Exchange Commission  pursuant  to  Rule
     424(b) of the Securities Act if, in the aggregate, the changes in
     volume and price represent no more than 20 percent change in  the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective Registration Statement;

          (iii) To include any material information with respect
     to  the  plan  of  distribution not previously disclosed  in  the
     Registration Statement or any material change to such information
     in the 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 pursuant to Section 13 or Section
     15(d)   of   the  Securities  Exchange  Act  of  1934  that   are
     incorporated by reference in the Registration Statement.

     (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 this 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
Securities Act of 1993 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 Securities Act of 1933 and will be governed  by  the
final adjudication of such issue.

                              SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933,
the  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  County  of  St.
Louis, State of Missouri, on July 26, 1999.

                              Brown Shoe Company, Inc.

                              By:  /s/ Harry E. Rich
                              ----------------------------------
                                   Harry E. Rich
                                   Executive Vice President and
                                   Chief Financial Officer

                           POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes
and  appoints Harry E. Rich, Robert D. Pickle, and Andrew M. Rosen 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 26, 1999.

     Name                          Title
     ----                          -----

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

/s/ Harry E. Rich                  Executive Vice President, Chief
----------------------------       Financial Officer and Director
  Harry E. Rich

     Name                          Title
     ----                          -----

  /s/ Richard C. Schumacher        Vice President and Controller
-----------------------------
  Richard C. Schumacher

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

-----------------------------      Director
  Julie C. Esrey

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

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

-----------------------------      Director
  Patricia G. McGinnis

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

                       Brown Shoe Company, Inc.

                            EXHIBIT INDEX
Exhibit
Number   Description
-------  -----------

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 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 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 Report on Form 10-Q for the
         quarterly period ended May 1, 1999.

4.4      Bylaws of the Company as amended through April 20, 1999,
         incorporated herein by reference to Exhibit 3(b) to the
         Company's Report on Form 10-K for the fiscal year ended
         January 30, 1999.

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 Form 8-K
         dated March 8, 1996.

4.6      Amendment to Rights Agreement between Brown Group, Inc. 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 Form 8-K dated August 8, 1997.

5.1      Legal Opinion of Counsel

23.1     Consent of Ernst & Young LLP

23.2     Consent of Robert D. Pickle, Esq. (included in Exhibit 5.1)

24.1     Power of Attorney (included on Signature Page)