As Filed with the Securities and Exchange Commission on August 5, 1998
						   Registration No. 333-_____
		  SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549

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

			  BROWN GROUP, 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)

	    STOCK OPTION AND RESTIRCTED STOCK PLAN OF 1994
	    STOCK OPTION AND RESTRICTED STOCK PLAN OF 1998
		      (Full Title of the Plans)

			   Andrew M. Rosen
		     Vice President and Treasurer
			  Brown Group, 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)
==============================================================================
Common Stock, $3.75     1,575,000        $15.89     $25,027,000     $7,383
par value,              shares (3)(4)          
including 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 Group, Inc. Common Stock reported on the New York Stock
     Exchange  for August 3, 1998, with respect to the 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,  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.
(4)  Includes  825,000  additional shares for  the  Stock  Option  and
     Restricted  Stock Plan of 1994 and 750,000 shares for  the  Stock
     Option and Restricted Stock Plan of 1998.

			       PART II

		     INFORMATION REQUIRED IN THE
			REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.

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

	    (a) Annual Report on Form 10-K for  the  fiscal year ended 
		January 31, 1998.
	    (b) Quarterly  Report  on  Form 10-Q, as  amended, for the 
		quarterly period ended May 2, 1998.
	    (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 on February 
		18, 1981.
	    (d) The description  of the Common  Stock Purchase  Rights
		which  is contained in the Company's  Form  8-K  dated
		March 8, 1996 and 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.

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 August  3,  1998,  Mr.
Pickle  was the beneficial owner of 23,110 shares of Common Stock  and
held options to acquire 18,817 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, 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 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 (the "Securities  Act"),  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 such Act 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.

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 1993;

	   (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 the  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 Commission pursuant to Rule 424(b) 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 registration statement is on Form S-3 or Form S-
     8,  and  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 1934 Act 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 1934 Act (and, where applicable,  each
filing  of  an  employee  benefit plan's  annual  report  pursuant  to
Section  15(d) of the 1934 Act) 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.


			      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 August 5, 1998.

			      Brown Group, Inc.



			      By:  /s/ 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 August 5, 1998.

     Name                                   Title
     ----                                   -----

 /s/ B.A. Bridgewater, Jr.                  Chairman of the Board, President,
B.A.   Bridgewater,  Jr.                    Chief Executive Officer and Director



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



     Name                                   Title
     ----                                   -----

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



					    Director
  Joseph L. Bower


					    Director
  Julie C. Esrey


					    Director
  Richard A. Liddy


					    Director
  John Peters MacCarthy


					    Director
  John D. Macomber


 /s/ William E. Maritz                      Director
  William E. Maritz


 /s/ General Edward C. Meyer, Retired       Director
  General Edward C. Meyer, Retired


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




			  Brown Group, 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          Bylaws of the Company as amended through March 5, 1998,
	     incorporated herein by reference to Exhibit 3(ii) to the 
	     Company's Report on Form 10-K for the fiscal year ended 
	     January 31, 1998.

4.4          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.

4.5          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": 19327}]
{"company-data": {"conformed-name": "BROWN GROUP 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": "333-60671", "film-number": "98677394"}, "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 SHOE CO INC", "date-changed": "19720327"}}
As Filed with the Securities and Exchange Commission on August 5, 1998
						   Registration No. 333-_____
		  SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549

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

			  BROWN GROUP, 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)

	    STOCK OPTION AND RESTIRCTED STOCK PLAN OF 1994
	    STOCK OPTION AND RESTRICTED STOCK PLAN OF 1998
		      (Full Title of the Plans)

			   Andrew M. Rosen
		     Vice President and Treasurer
			  Brown Group, 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)
==============================================================================
Common Stock, $3.75     1,575,000        $15.89     $25,027,000     $7,383
par value,              shares (3)(4)          
including 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 Group, Inc. Common Stock reported on the New York Stock
     Exchange  for August 3, 1998, with respect to the 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,  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.
(4)  Includes  825,000  additional shares for  the  Stock  Option  and
     Restricted  Stock Plan of 1994 and 750,000 shares for  the  Stock
     Option and Restricted Stock Plan of 1998.

			       PART II

		     INFORMATION REQUIRED IN THE
			REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

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

	    (a) Annual Report on Form 10-K for  the  fiscal year ended 
		January 31, 1998.
	    (b) Quarterly  Report  on  Form 10-Q, as  amended, for the 
		quarterly period ended May 2, 1998.
	    (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 on February 
		18, 1981.
	    (d) The description  of the Common  Stock Purchase  Rights
		which  is contained in the Company's  Form  8-K  dated
		March 8, 1996 and 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.

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 August  3,  1998,  Mr.
Pickle  was the beneficial owner of 23,110 shares of Common Stock  and
held options to acquire 18,817 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, 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 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 (the "Securities  Act"),  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 such Act 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.

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 1993;

	   (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 the  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 Commission pursuant to Rule 424(b) 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 registration statement is on Form S-3 or Form S-
     8,  and  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 1934 Act 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 1934 Act (and, where applicable,  each
filing  of  an  employee  benefit plan's  annual  report  pursuant  to
Section  15(d) of the 1934 Act) 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.

			      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 August 5, 1998.

			      Brown Group, Inc.

			      By:  /s/ 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 August 5, 1998.

     Name                                   Title
     ----                                   -----

 /s/ B.A. Bridgewater, Jr.                  Chairman of the Board, President,
B.A.   Bridgewater,  Jr.                    Chief Executive Officer and Director

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

     Name                                   Title
     ----                                   -----

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

					    Director
  Joseph L. Bower

					    Director
  Julie C. Esrey

					    Director
  Richard A. Liddy

					    Director
  John Peters MacCarthy

					    Director
  John D. Macomber

 /s/ William E. Maritz                      Director
  William E. Maritz

 /s/ General Edward C. Meyer, Retired       Director
  General Edward C. Meyer, Retired

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

			  Brown Group, 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          Bylaws of the Company as amended through March 5, 1998,
	     incorporated herein by reference to Exhibit 3(ii) to the 
	     Company's Report on Form 10-K for the fiscal year ended 
	     January 31, 1998.

4.4          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.

4.5          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)