SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SPANLEY LAWRENCE L JR (Last) (First) (Middle) BAKERS FOOTWEAR GROUP INC 2815 SCOTT AVE. (Street) ST. LOUIS MO 63103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BAKERS FOOTWEAR GROUP INC [ BKRS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CFO, Treasurer & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2004		J(1)		2,500	D	$7.75	0	D
Common Stock	02/10/2004		J(1)		2,500	A	$7.75	2,500	D
Common Stock	02/10/2004		P		1,000	A	$7.75	1,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$0.01	02/10/2004		J(1)			5,816	(2)	(3)	Class C Common Stock	5,816	(4)	0	D
Employee Stock Option (Right to Buy)	$0.01	02/10/2004		J(1)		5,816		(2)	(3)	Common Stock	5,816	(4)	5,816	D
Employee Stock Option (Right to Buy)	$7.75	02/10/2004		A		25,000		(5)	(6)	Common Stock	25,000	(4)	25,000	D

Explanation of Responses:

1. Upon consummation of the company's initial public offering, all shares of the company's Class A, Class B and Class C common stock, except for fractional shares, were converted into shares of the company's new registered common stock on a 1-to-1 basis. Fractional shares were redeemed for cash at the initial public offering price, which is equal to the price indicated in Column 4 of Table 1.

2. The options vest in four equal annual installments beginning January 1, 2001. All options are exercisable.

3. The options expire ten years after each respective vesting date.

4. Price is not applicable to stock options received as incentive compensation.

5. The options vest in five equal annual installments beginning February 10, 2005.

6. The options expire ten years after the date of grant.

	/s/ Peter A. Edison, Attorney-in-fact for Lawrence L. Spanley, Jr.	02/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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