UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13G/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 5)*


                             BROWN SHOE COMPANY, INC
                                (Name of Issuer)

                          COMMON STOCK, PAR VALUE $3.75
                         (Title of Class of Securities)

                                    115736100
                                 (CUSIP Number)

                                DECEMBER 31, 2006

             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

X Rule 13d-1(b)

  Rule 13d-1(c)

  Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


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CUSIP NO. 115736100

1.  Name of Reporting Persons.

     BROWN SHOE COMPANY,  INC 401K SAVINGS PLAN, BY DELAWARE CHARTER GUARANTEE &
     TRUST COMPANY, AS TRUSTEE

     THE REPORTING  PERSON IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE PROVISIONS
     OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

     I.R.S. Identification Nos. of above persons (entities only). 51-0099493

2.  Check appropriate box if a Member of a Group
    (a)
    (b)

3.  SEC use only

4.  Citizenship or Place of Organization     DELAWARE

    Number of Shares Beneficially Owned by Each Reporting Person With:

5.  Sole Voting Power

6.  Shared Voting Power 1,400,767

7.  Sole Dispositive Power

8.  Shared Dispositive Power 1,400,767

9.  Aggregate Amount Beneficially owned by Each Reporting Person 1,400,767

10. Check  if  Aggregate  Amount  in  Row  (9)  Excludes  Certain  Shares  (See
    Instructions)

11. Percent of Class Represented by Amount in Row (9)  4.88%

12. Type of Reporting Person EP


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ITEM 1.

(a) Name of Issuer BROWN SHOE COMPANY, INC.

(b) Address of Issuer's Principal Executive Offices
                           8300 MARYLAND AVE
                           ST. LOUIS, MO 63105

ITEM 2.

(a) Name of Person Filing

    DELAWARE  CHARTER  GUARANTEE & TRUST  COMPANY,  AS TRUSTEE OF THE BROWN SHOE
    COMPANY, INC 401K SAVINGS PLAN


(b) Address of  Principal  Business  Office or, if none.,
    Residence  DELAWARE CHARTER GUARANTEE & TRUST COMPANY
               1013 CENTRE ROAD
               WILMINGTON, DELAWARE 19805

(c) Citizenship DELAWARE

(d) Title of Class of Securities COMMON STOCK,  $3.75 PAR VALUE

(e) CUSIP Number 115736100

ITEM  3.  IF  THIS  STATEMENT  IS  FILED  PURSUANT  TO   SS.SS.240.13D-1(B)   OR
240.13D-2(B) OR (C), CHECK WHETHER PERSON FILING IS A:

(f) X An  employee   benefit  plan  or   endowment   fund  in   accordance
      with ss.240.13d-1(b)(1)(ii)(F);


ITEM 4. OWNERSHIP

Provide the following  information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
    (a) Amount beneficially owned: 1,400,767
    (b) Percent of class: 4.88%
    (c) Number  of shares as to which the person has:
      (i)    Sole power to vote or to direct the vote  ______.
      (ii)   Shared power to vote or to direct  the vote  1,400,767
      (iii)  Sole power to dispose or to direct the disposition  of  _______.
      (iv)   Shared  power  to  dispose  or  to  direct  the disposition of
             1,400,767


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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS:
As of December 31, 2006,  the  reporting  person owned less than five percent of
the total outstanding Shares.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable

ITEM 7.  IDENTIFICATION  AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP:
Not Applicable

ITEM 10. CERTIFICATION:
By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were acquired and are held in the ordinary  course
of business  and were not  acquired  and are not held for the purpose of or with
the effect of having or influencing  the control of the issuer of the securities
and are not acquired and are not held in connection  with or as a participant in
any transaction having that purpose or effect.

                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                    DELAWARE CHARTER GUARANTEE & TRUST COMPANY


                                    /s/ JILL SIMONDS
                                    ------------------------------
                                    JILL SIMONDS
                                    VICE PRESIDENT OF OPERATIONS
                                    FEBRUARY 14, 2007



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