8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 27, 2007

(July 27, 2007)

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)
1-2191 (Commission File Number)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01                       Regulation FD Disclosure.

On July 27, 2007, the Company issued a press release announcing that it has entered into an agreement with Sam Edelman and his wife Libby to make an investment in Edelman Shoe, Inc. Sam Edelman and Libby Edelman will maintain a majority interest in Edelman Shoe and Brown Shoe will acquire an option to buy the remaining interest in the future. A copy of the press release is included herein as Exhibit 99.1 and is incorporated by reference herein.

An update addendum to the Brown Shoe Company, Inc. Investor Update listing certain recent activities is furnished as Exhibit 99.2 hereto and is also available on the Company’s website via the following link: www.brownshoe.com/investor, although the Company reserves the right to discontinue its availability at any time. The Investor Update was previously filed as exhibit 99.1 to Form 8-K on June 5, 2007.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits

(c) Exhibit
Exhibit Number	Description of Exhibits
99.1	Press Release Announcing Agreement to Invest in Edelman Shoe, Inc.
99.2	Update Addendum for Investor Presentation

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SIGNATURES

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

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date:  July 27, 2007	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Senior Vice President, General Counsel and      Corporate Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release Announcing Agreement to Invest in Edelman Shoe, Inc.
99.2	Update Addendum for Investor Presentation

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EX-99.1

      

                  Exhibit 99.1              

    

News                                                                                        NYSE: BWS

  For Immediate Release

  Contacts:

  Media:

  Dorothy Allen, Brown Shoe

  314.854.4094

  David Garino, Fleishman-Hillard

  314.982.0551

  Investors:

  Ken Golden, Brown Shoe

  314.854.4134

BROWN SHOE COMPANY, INC. ANNOUNCES AGREEMENT WITH SAM AND LIBBY EDELMAN TO INVEST IN EDELMAN SHOE, INC.

ST. LOUIS, July 27, 2007 – Brown Shoe Company, Inc. (NYSE: BWS, www.brownshoe.com) today announced it has entered into an agreement with Sam Edelman and his wife Libby to make an investment in Edelman Shoe, Inc.  This investment will allow the Edelmans to accelerate the development and expansion of the Sam Edelman brand, a growing women’s fashion footwear brand launched in 2004 by industry veteran Sam Edelman. The brand is young, fun, and fresh with crossover appeal and relevance for women of all age groups, and is sold in better department stores, including Belk, Bloomingdale’s, Macy’s, Neiman Marcus Cusp, Nordstrom, and Von Maur, as well as Victoria’s Secret catalogue and over 500 independent and specialty stores across the country.  Additionally, Edelman Shoe has plans to open its first retail store in New York City in 2008, followed by stores in Los Angeles, Las Vegas, and South Beach.  Edelman Shoe also markets the SE Boutique and Sam Edelman Kids brands.  Sam Edelman and Libby Edelman maintain a majority interest in the company and Brown Shoe has acquired an option to buy the remaining interest in the future.

 “We are excited to partner with Sam Edelman in developing and growing a brand that has already established strong consumer appeal,” said Brown Shoe Chairman and CEO Ron Fromm.  “We believe there is a significant growth opportunity for this brand and that Brown Shoe’s sourcing and distribution expertise will be a great complement to Sam’s creativity, product vision, entrepreneurship, and over thirty years of experience.”

“We believe that with Brown Shoe as our partner, we will be able to focus our energies and build the Sam Edelman brand into one of the most important brands in the shoe industry - one with integrity and longevity,” said Sam Edelman.  “We also believe that with the professionalism our new partners bring to our organization, we will finally have the time to develop great licensing opportunities in related areas.  We have been a vendor of Brown Shoe for over thirty years and have always felt at home there.  We are thrilled about this next phase in our relationship.”

Brown Shoe Company, Inc. is a $2.5 billion footwear company with global operations. Brown Shoe’s Retail division operates Famous Footwear, the 1,000-store chain that sells brand name shoes for the family, and approximately 300 specialty retail stores in the U.S. and Canada under the Naturalizer, FX LaSalle, and Franco Sarto names, and Shoes.com, the Company's e-commerce subsidiary. Brown Shoe, through its Wholesale divisions, owns and markets leading footwear brands including Naturalizer, LifeStride, Via Spiga, Nickels Soft, Connie and Buster Brown; it also markets licensed brands including Franco Sarto, Dr. Scholl's, Etienne Aigner, and Carlos by Carlos Santana and Barbie, Disney and Nickelodeon character footwear for children. Brown Shoe press releases are available on the Company's Web site at http://www.brownshoe.com.

Edelman Shoe, Inc. is led by Sam Edelman, who manages sales and product design, and his wife Libby, who manages marketing and public relations.  The couple has worked together for twenty years, beginning with the very successful launch of the Sam & Libby brand in 1987, which was later sold in 1997.  Sam Edelman has a proven track record in the footwear industry, beginning in 1975 when he collaborated with his father to create the “Horseshoes” brand, which was licensed to Ralph Lauren, and includes key roles at Candies, Kenneth Cole Productions, and launching the footwear division at Esprit.

EX-99.2

Brown Shoe Company, Inc. Investor Update Addendum - July 27, 2007

Recent Activities

EXPANSION OF BRANDS INTO CHINA

•   Brown Shoe owns 51% equity stake in joint venture with Hongguo International Holdings Limited, owner of the following brands and licenses

•   Through joint venture Brown Shoe is partnering with one of China’s leading footwear companies to open 400 stores and department store shops for Naturalizer and 100 for Via Spiga over the next 5 years

•   Combines Brown Shoe strengths in brand-building and marketing with Hongguo’s store network and operational excellence in the Chinese retail industry

•   The joint venture will operate stores and shops in top-tier cities – Shanghai, Beijing, Guangzhou, and Shenzhen - while remaining stores will be licensed to Hongguo subsidiary Mayflower.  Joint venture will provide wholesale sourcing for all stores and shops

OPENING NATURALIZER STORES IN JAPAN

•   Long-term agreement with Regal Corporation, one of the oldest and largest footwear companies in Japan, to open Naturalizer stores in Japan over the next several years

•   Over 40 year relationship between BWS and Regal

AGREEMENT TO MAKE INVESTMENT IN EDELMAN SHOE, INC.

•   Minority ownership position in Edelman Shoe, Inc., with option to acquire remaining interest in the future, to accelerate the growth of the Sam Edelman brand

•   Young, fun, and fresh women’s fashion footwear brand launched in 2004

•   Sold at better department stores, including Belk, Bloomingdale’s, Macy’s, Neiman Marcus Cusp, Nordstrom, Von Maur as well as Victoria’s Secret catalogues and over 500 independent and specialty stores