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) September 18, 2007

(September 18, 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))

Item 7.01                       Regulation FD Disclosure.

The Brown Shoe Company, Inc. Investor Update has been revised and is furnished as Exhibit 99.1 hereto. The presentation 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 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	Brown Shoe Company, Inc. Investor Update – September 2007

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:  September 18, 2007	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Senior Vice President, General Counsel and      Corporate Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Brown Shoe Company, Inc. Investor Update – September 2007

EX-99.1

Brown Shoe Company, Inc.

Investor Update

September 2007

This document contains certain forward-looking statements and expectations regarding the Company's future performance and the future performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include (i) the preliminary nature of estimates of the costs and benefits of the strategic earnings enhancement plan, which are subject to change as the Company refines these estimates over time; (ii) intense competition within the footwear industry; (iii) rapidly changing consumer demands and fashion trends and purchasing patterns, which may be influenced by consumers' disposable income, which in turn can be influenced by general economic conditions; (iv) customer concentration and increased consolidation in the retail industry; (v) the Company’s ability to successfully implement its strategic earnings enhancement plan; (vi) political and economic conditions or other threats to continued and uninterrupted flow of inventory from China and Brazil, where the Company relies heavily on third-party manufacturing facilities for a significant amount of its inventory; (vii) the Company's ability to attract and retain licensors and protect its intellectual property; (viii) the Company's ability to secure leases on favorable terms; (ix) the Company's ability to maintain relationships with current suppliers; and (x) the uncertainties of pending litigation. The Company's reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption “Risk Factors” in Item 1A of the Company’s Annual Report for the year ended February 3, 2007 and as updated in the Company’s 10-Q for the Quarter ended August 4, 2007, which information is incorporated by reference herein. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change. 

                                                                                                   -    September 10, 2007

NOTE:

On April 2, 2007, The Company effected a 3-for-2 stock split.  All per share data detailed in this packet is on a post-split basis.  Guidance was issued on August 29, 2007 and has not been updated.

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Brown Shoe is the Leading Fashion Footwear Marketer,

Winning Loyal Customers with Compelling Global Brands

* Source:  Public filings, last 4 quarters

**Source:  NPD Women’s dollar sales for 12 months ending 4/30/07 all POS channels (Department Stores, National Chains, Shoe Chains.  This NPD data is confidential and proprietary and cannot be reproduced or disseminated by third parties without prior written consent.

Brown Shoe Pillars

PARTNERSHIP MODEL

Continue path towards being a world-class partner holistically in the industry: Vendor, Supplier, Customer, Consumer, Real Estate, Investor

OPERATIONAL EXCELLENCE

Disciplined approach to profitability enhancement, efficiency and effectiveness

PORTFOLIO OPTIMIZATION

Financial and market orientation

Maximize returns and market space opportunities

BRAND POWER

Leverage our unique branded assets

Delivering consumer-driven brands to the marketplace

Marketing Initiatives – investing in our flagship brands and increasing understanding of our consumers through addition of CMO and updated market research

FAMOUS FOOTWEAR

●   Partnering with Ogilvy to refine brand positioning

●   Broadcast media and CRM focus

●   Using consumer database to drive Rewards program

VIA SPIGA

●   Brand strategy and consumer research

●   Partnering with Vogue Magazine. Arthur Elgort photos for national magazine ads and out-of-home in Manhattan – taxi tops, king buses, telephone kiosks

●   Trade marketing for FFANY with cover wrap of Footwear News

NATURALIZER

●   Partnership with Self Magazine – premium position for key Spring months and product opportunities that provide unique consumer touchpoints

●   Ongoing partnership with “Ladies Who Launch” – a national organization for women entrepreneurs – a genuine brand for genuine women

●   Partnering with Ogilvy to refine brand positioning

FRANCO SARTO

●   Brand strategy, product segmentation, and positioning study

●   Investing in retail relationships – partnering with Nordstrom on second half ’07 direct mail initiative

●   Leveraging Franco himself, consumers have a strong connection to the individual, by increasing the number of personal appearances in support of the brand

Appendix

*  Note:  Guidance was issued on August 29, 2007 and has not been updated.

Charges and recoveries included in net earnings and EPS for 2005, 2006 and 2007 are listed in the Reconciliation of Net Earnings to Adjusted Net Earnings in this Appendix.

Distinct Wholesale Portfolio -2006

Famous Footwear  --Sales by category 2006

Debt to Capital Ratio

(Millions of dollars, except for Debt to Capital Ratio)

*Total Debt Obligations include long term debt, borrowings under revolving credit agreement and capital lease obligations.

**Total Debt Obligations divided by Total Capital

_{Reconciliation of GAAP Net Earnings to Adjusted Net Earnings:}

_{1st Half 2007 v. 1st Half 2006}

Non-GAAP Financial Measures

In this document, the Company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP), and using certain non-GAAP financial measures.  In particular, the Company provides historic and estimated future net earnings per diluted share excluding certain charges and recoveries, which are non-GAAP financial measures.  These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help indicate underlying trends in the Company’s business and provide useful information to both management and investors by excluding certain items that are not indicative of the Company’s core operating results.  These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

_{Reconciliation of GAAP Net Earnings to Adjusted Net Earnings:}

_{2005 – 2007 Estimated**} 

_{*Full-year fiscal 2006 and 2007 includes stock option expense with no related expense in 2005.}

_{**Note: Estimated Earnings Guidance was issued on August 29, 2007 and has not been updated.}

Non-GAAP Financial Measures

In this document, the Company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP), and using certain non-GAAP financial measures.  In particular, the Company provides historic and estimated future net earnings per diluted share excluding certain charges and recoveries, which are non-GAAP financial measures.  These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help indicate underlying trends in the Company’s business and provide useful information to both management and investors by excluding certain items that are not indicative of the Company’s core operating results.  These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.