Mail Stop 3561


								August 29, 2006

Mr. Ronald A. Fromm
Chief Executive Officer
Brown Shoe Company, Inc.
8300 Maryland Avenue
St. Louis, Missouri  63105

		RE:	Brown Shoe Company, Inc.
			Form 10-K for Fiscal Year Ended January 28, 2006
			Form 10-Q for Fiscal Quarter Ended April 29, 2006
			File No. 1-2191

Dear Mr. Fromm:

		We have reviewed your filings and have the following
comments.  We have limited our review of your filings to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comments
are inapplicable or revisions are unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

		Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended January 28, 2006

Financial Statements and Supplementary Data

Consolidated Statements of Cash Flow, page 36

1. We note that cash and cash equivalents includes balances of
your
Canadian and other foreign operations.  Please tell us how you
have
classified the effect of exchange rate changes on cash balances
held
in foreign currencies in the statement and why the effect is not
reported as a separate part of the reconciliation of the change in
cash and cash equivalents for each year presented.  Please refer
to
paragraph 25 of SFAS 95.


Note 7.  Income Taxes, page 49

2. In future filings please disclose the total amounts of current
and
deferred tax expense or benefit attributable to continuing
operations
for each year presented.  Please refer to paragraph 45 of SFAS 95.

3. It does not appear that the repatriation of foreign earnings
would
have a continuing impact on your results of operations subsequent
to
the acquisition of Bennett.  Please tell us why it is appropriate
to
include the repatriation of foreign earnings and the associated
tax
expense in pro forma results of operations for 2004.

Note 18.  Financial Information for the Company and its
Subsidiaries,
page 60

4. Please tell us whether each of the subsidiary guarantors is
100%
owned by the parent.  If so, please disclose that fact in future
filings.  If not, please tell us why the exception in paragraph
(f)
of Rule 3-09 of Regulation S-X applies.

Controls and Procedures, page 66

5. You state 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.  Please revise to clarify, if true, that your
disclosure controls and procedures are designed to provide
reasonable
assurance that information required to be disclosed in the reports
that you file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified
in the Commission`s rules and forms, and is accumulated and
communicated to your management, including your principal
executive
and principal financial officers, to allow timely decisions
regarding
required disclosure.  Please refer to Exchange Act Rules 13a-15(e)
and 15d-15(e).

6. We also note your statement that "a control system, no matter
how
well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met."  Please revise to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level.  In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at http://www.sec.gov/rules/final/33-8238.htm.



Form 10-Q for the Quarterly Period Ended April 29, 2006

Controls and Procedures, page 25

7. We note the statement that your disclosure controls and
procedures
were effective to provide reasonable assurance that information
required to be disclosed is recorded, processed, summarized and
reported within the time periods specified.  In future filings
please
revise to clarify, if true, that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed by you in the reports that you file or submit under
the
Act is accumulated and communicated to your management, including
your principal executive and principal financial officers, or
persons
performing similar functions, to allow timely decisions regarding
required disclosure.  Please refer to Exchange Act Rule 13a-15(e).

		As appropriate, please amend your filings and respond to
these comments within 10 business days, or tell us when you will
provide us with a response.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.



		You may contact Sondra Snyder at (202) 551-3332, or in
her
absence, William Thompson at (202) 551-3344 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3849 with any other questions.

							Sincerely,



							James A. Allegretto
							Senior Assistant Chief
Accountant

Mr. Ronald Fromm
Brown Shoe Company, Inc.
August 29, 2006
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