SEC FORM 4

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

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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^*

RITTER JERRY E

(Last)

(First)

(Middle)

468 SHEFIELD ESTATES DRIVE

(Street)

ST LOUIS

63141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROWN SHOE CO INC [ BWS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2005		M		11,886.7857	A	⁽¹⁾	14,836.7857	D
Common Stock	12/01/2005		D		11,886.7857	D	$41.36	2,950	D
Common Stock	12/01/2005		M		2,749.7983	A	⁽²⁾	5,699.7983	D
Common Stock	12/01/2005		D		2,749.7983	D	$41.36	2,950	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	12/01/2005		M			11,886.7857	⁽¹⁾	⁽¹⁾	Common Stock	11,886.7857	⁽¹⁾	0	D
Restricted Stock Unit	⁽²⁾	12/01/2005		M			2,749.7983	⁽²⁾	⁽²⁾	Common Stock	2,749.7983	⁽²⁾	1,206.7179	D

Explanation of Responses:

1. Each unit of phantom stock represents the right to receive the fair market value of a share of common stock of the Company. On December 1, 2005, the Board of Directors of the Company adopted an amendment to the Brown Shoe Company, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan") which directed Mr. Ritter's account under the Plan to be distributed to him no later than December 31, 2005. On December 1, 2005, 11,886.7857 units of Phantom Stock, which constituted all of Mr. Ritter's units of Phantom Stock under the Plan, were settled for cash.

2. Each restricted stock unit represents a contingent right to receive the fair market value of a share of common stock of the Company. Mr. Ritter elected a distribution date of December 1, 2005, for his May 27, 2004 restricted stock unit award which represented 2749.7983 units and were settled for cash.

	Michael I. Oberlander for Jerry E. Ritter	12/05/2005
	** 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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