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(Mark One)

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 3, 2003
[  ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from  _____________     to _____________

   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.              Yes [x]   No [  ]

   Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  [X]     No [  ]

   As of May 31, 2003, 17,821,543 shares of the registrant's common stock were outstanding.
 
 

ITEM 1 - FINANCIAL STATEMENTS

(Thousands)

	(Unaudited)
	May 3, 2003			May 4, 2002			February 1, 2003
ASSETS
Current Assets
Cash and Cash Equivalents	$	40,025		$	26,609		$	32,121
Receivables		64,753			61,407			82,486
Inventories		369,237			360,545			392,584
Prepaid Expenses and Other Current Assets		24,450			35,565			20,978
Total Current Assets		498,465			484,126			528,169
Other Assets		73,852			73,213			73,764
Goodwill and Intangible Assets, Net		18,931			19,124			18,602
Property and Equipment		261,402			253,728			255,966
Allowances for Depreciation       and Amortization		(176,030	)		(169,467	)		(171,153	)
		85,372			84,261			84,813
	$	676,620			660,724		$	705,348
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable	$	24,500		$	50,700		$	29,000
Accounts Payable		108,974			97,872			129,209
Accrued Expenses		82,484			87,512			100,801
Income Taxes		8,450			3,009			5,352
Current Maturities of Long-Term Debt		20,000			13,550			20,000
Total Current Liabilities		244,408			252,643			284,362
Long-Term Debt and Capitalized    Lease Obligations		103,493			123,491			103,493
Other Liabilities		21,238			20,436			20,886
Shareholders' Equity
Common Stock		66,745			65,859			66,311
Additional Capital		52,051			48,742			50,224
Unamortized Value of Restricted Stock		(2,853	)		(2,060	)		(1,961	)
Accumulated Other Comprehensive Loss		(8,872	)		(9,303	)		(11,147	)
Retained Earnings		200,410			160,916			193,180
		307,481			264,154			296,607
	$	676,620			660,724			705,348

See Notes to Condensed Consolidated Financial Statements.

(Thousands, except per share amounts)

							Thirteen Weeks Ended
							May 3, 2003			May 4, 2002
Net Sales							$	446,444		$	446,738
Cost of Goods Sold								261,317			266,132
Gross Profit								185,127			180,606
Selling & Administrative Expenses								169,721			165,561
Interest Expense								2,906			3,628
Other (Income) Expense								(27	)		284
Earnings Before Income Taxes								12,527			11,133
Income Tax Provision								3,524			3,500
NET EARNINGS							$	9,003		$	7,633
BASIC EARNINGS PER     COMMON SHARE							$	.51		$	.44
DILUTED EARNINGS PER     COMMON SHARE							$	.49		$	.43
DIVIDENDS PER COMMON SHARE							$	.10		$	.10

See Notes to Condensed Consolidated Financial Statements.
 
 

(Thousands)

See Notes to Condensed Consolidated Financial Statements.
 
 

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

Note 1 - Basis of Presentation

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

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not affect net earnings.

The Company's business is subject to seasonal influences, and interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

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

Note 2 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods ended May 3, 2003 and May 4, 2002 (000's, except per share data):
 

							Thirteen Weeks Ended
							May 3, 2003			May 4, 2002
Numerator:
Net earnings - Basic and Diluted							$	9,003		$	7,633
Denominator:
Weighted average shares outstanding - Basic								17,510			17,284
Dilutive effect of unvested restricted stock and stock options								883			424
Weighted average shares outstanding - Diluted								18,393			17,708
Basic earnings per common share							$	.51		$	.44
Diluted earnings per common share							$	.49		$	.43

Note 3 - Comprehensive Income

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

The following table sets forth the reconciliation from Net Earnings to Comprehensive Income for the periods ended May 3, 2003 and May 4, 2002 (000's):
 

							Thirteen Weeks Ended
							May 3, 2003			May 4, 2002
Net Earnings							$	9,003		$	7,633
Other Comprehensive Income:
Foreign Currency Translation Adjustment								2,697			621
Unrealized Gains (Losses) on Derivative Instruments								(422	)		51
								2,275			672
Comprehensive Income							$	11,278		$	8,305

Note 4 - Business Segment Information

Applicable business segment information is as follows for the periods ended May 3, 2003 and May 4, 2002 (000's):
 

	Famous Footwear			Wholesale Operations			Naturalizer Retail			Other			Totals
Thirteen Weeks Ended May 3, 2003
External Sales	$	261,115		$	140,985		$	42,834		$	1,510		$	446,444
Intersegment Sales		-			32,694			-			-			32,694
Operating profit (loss)		10,582			12,943			(1,356	)		(6,592	)		15,577
Thirteen Weeks Ended May 4, 2002
External Sales	$	267,606		$	128,822		$	49,272		$	1,038		$	446,738
Intersegment Sales		-			29,215			-			-			29,215
Operating profit (loss)		10,791			11,898			(1,322	)		(5,995	)		15,372

Reconciliation of operating profit to earnings before income taxes (000's):
 

							Thirteen Weeks Ended
							May 3, 2003			May 4, 2002
Total operating profit							$	15,577		$	15,372
Interest expense								2,906			3,628
Non-operating other expense								144			611
Earnings before income taxes							$	12,527		$	11,133

Operating profit represents gross profit less selling and administrative expenses and other operating income or expense. The "Other" segment includes Corporate general and administrative expenses, which are not allocated to the operating units, and the Company's investment in its majority-owned subsidiary, Shoes.com, Inc., a footwear e-commerce company.

Note 5 - Restructuring Reserves

In the fourth quarter of fiscal 2001, the Company recorded charges and reserves of $16.8 million to close 97 domestic Naturalizer retail stores. During fiscal 2002, the Company decided to keep four of the originally identified stores open and to close an additional 13 stores, resulting in 106 stores being included under this program. At February 1, 2003, the reserve balance was $0.5 million, and negotiations with landlords to buy out of store leases had been completed for all but one store. During the first quarter of fiscal 2003, payments to landlords decreased the reserve balance to $0.2 million, which represents the negotiated liability for the final store to be closed under this program.

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

Note 6 - Goodwill and Other Intangible Assets

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

	May 3, 2003			May 4, 2002			February 1, 2003
Famous Footwear	$	3,529		$	3,481		$	3,529
Wholesale Operations		10,255			10,271			10,259
Naturalizer Retail		4,947			4,492			4,614
Other		200			880			200
	$	18,931		$	19,124		$	18,602

Note 7 - Stock-Based Compensation

As of May 3, 2003, the Company had four stock-based compensation plans, which are described more fully in Note 16 of the Company's fiscal 2002 Annual Report on Form 10-K. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Compensation expense is recognized in net earnings for stock appreciation units, stock performance plans and restricted stock grants. No stock-based employee compensation cost is reflected in net earnings for stock options, as all option grants had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock options outstanding (000's, except per share amounts):

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Quarter ended May 3, 2003 compared to the Quarter ended May 4, 2002

Consolidated net sales for the quarter ended May 3, 2003 were $446.4 million compared to $446.7 million in the quarter ended May 4, 2002. Net earnings of $9.0 million for the first quarter of 2003 were 17.9% higher than net earnings of $7.6 million in the first quarter of 2002. Diluted earnings per share were $.49 in the first quarter of 2003 compared to $.43 in the first quarter of 2002.

Famous Footwear's total sales decreased 2.4% during the first quarter of 2003 to $261.1 million. The decrease was due to a same-store sales decline of 5.4%, reflecting lower consumer traffic into the stores, partially offset by a higher percentage of customers who, once in the store, made a purchase. Famous Footwear achieved an improved gross profit rate in the first quarter of 2003 as a result of having a better mix of fresh product in the stores. However, higher expenses from new larger stores and higher marketing costs resulted in operating earnings for the first quarter of 2003 of $10.6 million, which were down slightly from the $10.8 million for the same period last year. During the first quarter of 2003, Famous Footwear opened 20 stores and closed 25, ending the quarter with 913 stores, compared with 917 stores at the end of the first quarter last year.

The Company's wholesale operations had net sales of $141.0 million during the first quarter of 2003 compared to $128.8 million in the comparable quarter last year, an increase of 9.4%. This sales increase was primarily due to higher sales of the LifeStride brand, which were up 32% in the quarter, and men's and athletic footwear, which posted strong increases led by Dr. Scholl's-licensed product. Wholesale operating earnings of $12.9 million were up 8.8% from the $11.9 million earned in the first quarter of 2002. This increase reflects the effect of the higher sales partially offset by higher marketing expense and lower earnings at the Company's Canadian operations.

In the Company's Naturalizer Retail operations, which includes stores in both the United States and Canada, net sales decreased 13.1% to $42.8 million in the first quarter of 2003 partially due to 12% fewer stores. Same-store sales decreased 2.5% for the stores in the United States and 8.1% in Canada. An operating loss of $1.4 million occurred in the first quarter of 2003, which is slightly higher than the loss of $1.3 million in the first quarter of 2002. During the first quarter of 2003, no stores were opened and 3 were closed in the United States, leaving 214 stores open as of May 3, 2003, compared to 274 at the same time last year. In Canada, 1 store was opened and none were closed, resulting in 173 stores open this year compared to 166 at the same time last year.

Consolidated gross profit as a percent of sales for the first quarter of 2003 increased to 41.5% from 40.4% during the same period last year. This increase was primarily due to higher margins in the Company's Famous Footwear and Naturalizer Retail operations.

Selling and administrative expenses as a percent of sales for the first quarter of 2003 increased to 38.0% from 37.1% for the same period last year. This increase was primarily due to higher marketing expenses and higher store costs at Famous Footwear.

Interest expense was $2.9 million in the first quarter this year, down from $3.6 million last year. This decrease is a result of total debt at the end of the quarter being down $39.7 million versus the same time last year.

The consolidated tax rate was 28.1% of pre-tax earnings for the first quarter of 2003 compared to 31.4% last year. The decrease from last year's effective rate reflects a higher mix of offshore wholesale operating earnings, which is taxed at lower rates than retail division earnings.

Financial Condition

A summary of key financial data and ratios at the dates indicated is as follows:

	May 3,  2003		May 4,  2002		February 1,  2003
Working Capital (millions)	$254.1		$231.5		$243.8
Current Ratio	2.0:1		1.9:1		1.9:1
Total Debt as a Percentage   of Total Capitalization	32.5%		41.5%		34.0%

Cash provided from operating activities for the first three months of fiscal 2003 was $19.7 million versus cash provided of $38.1 million for the same period last year. The decrease is primarily due to the higher usage of cash for incentive plan payouts, which were recorded in accrued expenses at the end of fiscal 2002 and paid during the first quarter of 2003.

Total debt as a percentage of total capitalization is calculated by dividing total debt by the sum of total debt plus shareholders' equity. The decrease in the ratio at May 3, 2003, compared to the end of fiscal 2002 and to May 4, 2002, is due to the decrease in outstanding debt and increases in shareholders' equity. The Company's total outstanding debt at May 3, 2003, was $148.0 million, which is $39.7 million lower than at the same time last year. At May 3, 2003, $124.5 million was borrowed and $17.1 million of letters of credit were outstanding under the Company's revolving bank Credit Agreement, which leaves additional borrowing availability of approximately $124 million.

In May 2000, the Company announced a stock repurchase program under which the Company was authorized to repurchase up to 2 million shares of the Company's outstanding common stock. In the first three months of fiscal 2003, no shares were purchased under this authorization. Since the inception of this program, the Company has repurchased 928,900 shares for approximately $11.3 million.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. In Item 1 of the Company's fiscal 2002 Annual Report on Form 10-K, detailed risk factors that could cause variations in results to occur are listed and further described. Such description is incorporated herein by reference.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Item 7A of the Company's Annual Report on Form 10-K for the year ended February 1, 2003.

ITEM 4 - CONTROLS AND PROCEDURES

It is the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure the Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company's disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and internal control reviews by the Company's internal auditors.

During the first quarter of 2003, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company's disclosure controls were effective. There have been no significant changes in the Company's internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

In designing and evaluating the disclosure controls and procedures, the Company's management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
 

Item 1 - Legal Proceedings

Item 4 - Submission of Matters to a Vote of Security Holders

1. The shareholders elected three directors, Joseph L. Bower, W. Patrick McGinnis and Jerry E. Ritter for terms of three years each. The voting for each director was as follows:

Item 6 - Exhibits and Reports on Form 8-K

* Denotes management contract or compensatory plan arrangement.
 
 

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

		BROWN SHOE COMPANY, INC.
Date: June 11, 2003		/s/ Andrew M. Rosen
		Senior Vice President, Chief Financial Officer and Treasurer On Behalf of the Corporation as the  Principal Financial Officer

            I, Ronald A. Fromm, Chairman, President and Chief Executive Officer of Brown Shoe Company, Inc. (the "Registrant"), certify that:

            1. I have reviewed this quarterly report on Form 10-Q of the registrant;

            2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

            3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

            4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-14 and 15d-14) for the registrant and we have:

            I, Andrew M. Rosen, Senior Vice President, Chief Financial Officer and Treasurer of Brown Shoe Company, Inc. (the "Registrant"), certify that:

            1. I have reviewed this quarterly report on Form 10-Q of the registrant;

            2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

            3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

            4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-14 and 15d-14) for the registrant and we have: