(Mark One)

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 2, 2002May 3, 2003
[  ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from  _____________     to _____________

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)	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)
N/A (Former name, former address and former fiscal year, if changed since last report)

   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.              Yes [x]   No [  ]

   Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  [X]     No [  ]

As of December 6, 2002, 17,653,267May 31, 2003, 17,821,543 shares of the registrant's common stock were outstanding.
 
 

ITEM 1 - FINANCIAL STATEMENTS

(Thousands)

	(Unaudited)
	November 2, 2002				November 3,  2001			February 2, 2002
ASSETS
Current Assets
Cash and Cash Equivalents	$		35,192		$	25,152		$	22,712
Receivables			65,400			55,962			68,305
Inventories			381,444			445,065			396,227
Other Current Assets			32,226			23,157			39,666
Total Current Assets			514,262			549,336			526,910
Other Assets			74,107			66,918			68,764
Goodwill and Intangible Assets, Net			19,178			20,669			19,050
Property and Equipment			249,560			251,566			251,650
Allowances for Depreciation       and Amortization			(167,742	)		(162,685	)		(165,904	)
			81,818			88,881			85,746
	$		689,365		$	725,804		$	700,470
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable		$	37,000		$	85,000		$	64,250
Accounts Payable			112,928			109,748			122,360
Accrued Expenses			97,296			70,527			84,521
Income Taxes			8,950			2,464			550
Current Maturities of Long-Term Debt			20,000			28,550			28,550
Total Current Liabilities			276,174			296,289			300,231
Long-Term Debt and Capitalized    Lease Obligations			103,492			123,490			123,491
Other Liabilities			22,489			19,294			20,092
Shareholders' Equity
Common Stock			66,171			65,506			65,564
Additional Capital			49,798			47,836			47,948
Unamortized Value of Restricted Stock			(2,191	)		(2,057	)		(1,909	)
Accumulated Other Comprehensive Loss			(12,166	)		(9,311	)		(9,975	)
Retained Earnings			185,598			184,757			155,028
			287,210			286,731			256,656
		$	689,365		$	725,804		$	700,470

See Notes to Condensed Consolidated Financial Statements.

(Thousands, except per share)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	November 2, 2002			November 3,  2001			November 2,  2002			November 3,  2001
Net Sales	$	486,318		$	462,361		$	1,389,311		$	1,340,578
Cost of Goods Sold		287,681			280,874			832,231			814,499
Gross Profit		198,637			181,487			557,080			526,079
Selling & Administrative Expenses		165,596			161,098			494,733			479,651
Interest Expense		2,840			4,827			9,506			15,591
Other Expense (Income)		1,399			312			2,778			(1,665	)
Earnings Before Income Taxes		28,802			15,250			50,063			32,502
Income Tax Provision		7,780			3,399			14,239			8,445
NET EARNINGS	$	21,022		$	11,851		$	35,824		$	24,057
BASIC EARNINGS PER     COMMON SHARE	$	1.21		$	.69		$	2.06		$	1.40
DILUTED EARNINGS PER     COMMON SHARE	$	1.18		$	.68		$	2.01		$	1.37
DIVIDENDS PER COMMON SHARE	$	.10		$	.10		$	.30		$	.30

	(Unaudited)
	May 3, 2003			May 4, 2002			February 1, 2003
ASSETS
Current Assets
Cash and Cash Equivalents	$	40,025		$	26,609		$	32,121
Receivables		64,753			61,407			82,486
Inventories		369,237			360,545			392,584
Prepaid Expenses and Other Current Assets		24,450			35,565			20,978
Total Current Assets		498,465			484,126			528,169
Other Assets		73,852			73,213			73,764
Goodwill and Intangible Assets, Net		18,931			19,124			18,602
Property and Equipment		261,402			253,728			255,966
Allowances for Depreciation       and Amortization		(176,030	)		(169,467	)		(171,153	)
		85,372			84,261			84,813
	$	676,620			660,724		$	705,348
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable	$	24,500		$	50,700		$	29,000
Accounts Payable		108,974			97,872			129,209
Accrued Expenses		82,484			87,512			100,801
Income Taxes		8,450			3,009			5,352
Current Maturities of Long-Term Debt		20,000			13,550			20,000
Total Current Liabilities		244,408			252,643			284,362
Long-Term Debt and Capitalized    Lease Obligations		103,493			123,491			103,493
Other Liabilities		21,238			20,436			20,886
Shareholders' Equity
Common Stock		66,745			65,859			66,311
Additional Capital		52,051			48,742			50,224
Unamortized Value of Restricted Stock		(2,853	)		(2,060	)		(1,961	)
Accumulated Other Comprehensive Loss		(8,872	)		(9,303	)		(11,147	)
Retained Earnings		200,410			160,916			193,180
		307,481			264,154			296,607
	$	676,620			660,724			705,348

See Notes to Condensed Consolidated Financial Statements.

(Thousands, except per share amounts)

							Thirteen Weeks Ended
							May 3, 2003			May 4, 2002
Net Sales							$	446,444		$	446,738
Cost of Goods Sold								261,317			266,132
Gross Profit								185,127			180,606
Selling & Administrative Expenses								169,721			165,561
Interest Expense								2,906			3,628
Other (Income) Expense								(27	)		284
Earnings Before Income Taxes								12,527			11,133
Income Tax Provision								3,524			3,500
NET EARNINGS							$	9,003		$	7,633
BASIC EARNINGS PER     COMMON SHARE							$	.51		$	.44
DILUTED EARNINGS PER     COMMON SHARE							$	.49		$	.43
DIVIDENDS PER COMMON SHARE							$	.10		$	.10

See Notes to Condensed Consolidated Financial Statements.

(Thousands)

See Notes to Condensed Consolidated Financial Statements.

BROWN SHOE COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

Note 1 - Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and reflect all adjustments which management believes necessary (which include only normal recurring accruals) to present fairly the Company's financial position, results of operations, and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company's financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States.

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not affect net income.earnings.

The Company's business is subject to seasonal influences, and interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

For further information refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended February 2, 2002.1, 2003.

Note 2 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods ended November 2,May 3, 2003 and May 4, 2002 and November 3, 2001 (000's, except per share data):
 

Note 3 - Comprehensive Income

Comprehensive Income includes changes in equity related to foreign currency translation adjustments and unrealized gains/losses from derivatives used for hedging activities.

The following table sets forth the reconciliation from Net Earnings to Comprehensive Income for the periods ended November 2,May 3, 2003 and May 4, 2002 and November 3, 2001 (000's):
 

Note 4 - Business Segment Information

Applicable business segment information is as follows for the periods ended November 2,May 3, 2003 and May 4, 2002 and November 3, 2001 (000's):
 

	Famous Footwear			Wholesale Operations			Naturalizer Retail			Other			Totals
Thirteen Weeks Ended November 2, 2002
External Sales	$	294,535		$	140,795		$	49,898		$	1,090		$	486,318
Intersegment Sales		-			38,502			-			-			38,502
Operating profit (loss)		22,585			12,694			1,529			(4,096	)		32,712
Thirteen Weeks Ended November 3, 2001
External Sales	$	280,942		$	128,915		$	52,159		$	345		$	462,361
Intersegment Sales		-			37,039			-			-			37,039
Operating profit (loss)		14,189			12,308			(1,354	)		(4,386	)		20,757
Thirty-nine Weeks Ended November 2, 2002
External Sales	$	832,896		$	403,824		$	149,375		$	3,216		$	1,389,311
Intersegment Sales		-			97,835			-			-			97,835
Operating profit (loss)		40,237			37,760			240			(15,652	)		62,585
Thirty-nine Weeks Ended November 3, 2001
External Sales	$	803,102		$	379,226		$	157,711		$	539		$	1,340,578
Intersegment Sales		-			94,706			-			-			94,706
Operating profit (loss)		23,781			37,326			(385	)		(13,414	)		47,308

Reconciliation of operating profit to earnings before income taxes (000's):
 

Operating profit represents gross profit less selling and administrative expenses and other operating income or expense. The "Other" segment includes Corporate general and administrative expenses, which are not allocated to the operating units, and the Company's investment in its majority-owned subsidiary, Shoes.com, Inc., a footwear e-commerce company.

Note 5 - Restructuring Reserves

In the fourth quarter of fiscal 2001, the Company recorded charges and reserves of $16.8 million to close 97 domestic Naturalizer retail stores. The yearend reserve balance of $15.5 million, was to cover costs to buyout store leases, liquidate inventories, writedown fixed assets to net realizable value, and pay severance costs for terminated employees. As of November 2,During fiscal 2002, 92 Naturalizer retail stores were closed, and after further evaluation, the Company decided to keep four of the originally identified stores open and to close an additional 13 stores. As a result, a total ofstores, resulting in 106 stores are now plannedbeing included under this program. At February 1, 2003, the reserve balance was $0.5 million, and negotiations with landlords to buy out of store leases had been completed for all but one store. During the first quarter of fiscal 2003, payments to landlords decreased the reserve balance to $0.2 million, which represents the negotiated liability for the final store to be closed by the end of fiscal 2002 under this program. Following is a summary of the activity in the reserve, by category of cost (000's):
 

	Lease  Buyouts			Inventory Markdowns			Fixed Assets  Writeoffs			Employee Severance			Total
Balance, February 2, 2002	$	7,836		$	3,602		$	3,746		$	342		$	15,526
Expenditures through     August 3, 2002		(3,088	)		(1,802	)		(2,785	)		(127	)		(7,802	)
Balance August 3, 2002		4,748			1,800			961			215			7,724
Expenditures through     November 2, 2002		(2,161	)		(410	)		(778	)		(1	)		(3,350	)
Balance, November 2, 2002	$	2,587		$	1,390		$	183		$	214		$	4,374

Also in the fourth quarter of fiscal 2001, the Company established a reserve of $3.1$3.5 million for severance costs related to the elimination of 117 positions as the companyCompany moved to a new Shared Services platform for its Human Resources, AccountingFinance and Information Systems functionsfunctions. At February 1, 2003, the reserve balance was $0.3 million. During the first quarter of fiscal 2003, the reserve balance was depleted due to payments related to the terminated employees and related personnel. Asthe reversal of November 2, 2002, 72 positions had been eliminated under this program and $0.8 million and $1.3$0.1 million of the reserve was utilized in the third quarter and first nine months of fiscal 2002, respectively, leaving a reserve balance of $1.8 million at the end of the third quarter of 2002.

Costs are being charged to these reserves as incurred, and the reserves are reviewed periodically to determine their adequacy.

Note 6 - Goodwill and Other Intangible Assets

Effective at the beginning of fiscal 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." This statement requires goodwillGoodwill and intangible assets with indefinite lives no longer be amortized but instead be tested for impairment at least annually. Under SFAS No. 142, all goodwill and indefinite-lived intangible asset amortization ceased effective February 3, 2002. The Company completed the required impairment tests, as of the beginning of fiscal 2002, and found no impairment. On an ongoing basis, the Company expects to perform impairment tests during the fourth quarter.

In the third quarter of 2001, goodwill and indefinite-lived intangible asset amortization was $0.3 million, on an aftertax basis, or $.02 per share. For the first nine months of fiscal 2001, goodwill and intangible amortization was $0.9 million, on an aftertax basis, or $.05 per share.

As of November 2, 2002, goodwill of $18.1 million (net of $10.8 million accumulated amortization) and intangible assets of $1.1 million (net of $0.3 million accumulated amortization) were attributable to the Company's operating segments as follows: $3.6 million for Famous Footwear, $10.2 million for Wholesale operations, $4.5 million for Naturalizer Retail and $0.9 million for the "Other" segment.follows (000's):
 

	May 3, 2003			May 4, 2002			February 1, 2003
Famous Footwear	$	3,529		$	3,481		$	3,529
Wholesale Operations		10,255			10,271			10,259
Naturalizer Retail		4,947			4,492			4,614
Other		200			880			200
	$	18,931		$	19,124		$	18,602

Note 7 - ImpactStock-Based Compensation

As of Recently Issued Accounting Standards

AtMay 3, 2003, the beginningCompany had four stock-based compensation plans, which are described more fully in Note 16 of the Company's fiscal 2002 Annual Report on Form 10-K. The Company accounts for those plans under the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accountingrecognition and reporting for the impairment or disposal of long-lived assets. Among other things, SFAS No. 144 supersedes the accounting and reporting provisionsmeasurement principles of APB Opinion No. 30, "Reporting Results25, "Accounting for Stock Issued to Employees" and related interpretations. Compensation expense is recognized in net earnings for stock appreciation units, stock performance plans and restricted stock grants. No stock-based employee compensation cost is reflected in net earnings for stock options, as all option grants had an exercise price equal to the market value of Operations--Reporting the Effectsunderlying common stock on the date of Disposal of a Segment of a Business,grant. The following table illustrates the effect on net income and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," forearnings per share if the disposal of a segment of business. SFAS No. 144 retainsCompany had applied the basicfair value recognition provisions of APB No. 30 for the presentation of discontinued operations in the income statement but broadens that presentation to apply to a component of an entity rather than a segment of a business. The adoption of SFAS No. 144 did not impact the Company's financial statements, as the stores closed during the first nine months of fiscal 2002 did not meet the requirements123, "Accounting for Stock-Based Compensation," to be reported as discontinued operations under SFAS No. 144.



stock options outstanding (000's, except per share amounts):

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145, among other things, eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. The Company expects the only known impact of adopting SFAS No. 145 to be the reclassification of the fiscal 2001 extraordinary loss from early extinguishment of debt.

On July 30, 2002, the Financial Accounting Standards Board issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This Statement nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." SFAS No. 146 is different from EITF 94-3 in that SFAS No. 146 requires a liability be recognized for a cost associated with an exit or disposal activity only when the liability is incurred. In contrast, under EITF 94-3, a company recognized a liability for an exit cost when it committed to an exit plan. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. The application of this statement will not impact the Company's restructuring and store closing plans announced prior to the adoption of SFAS No. 146, however the adoption of SFAS No. 146 can be expected to impact the timing of liability recognition associated with any future exit activities.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Quarter ended November 2, 2002May 3, 2003 compared to the Quarter ended November 3, 2001May 4, 2002

Consolidated net sales for the quarter ended November 2, 2002May 3, 2003 were $486.3$446.4 million compared to $462.4$446.7 million in the quarter ended November 3, 2001.May 4, 2002. Net earnings of $21.0$9.0 million for the thirdfirst quarter of 20022003 were 77%17.9% higher than net earnings of $11.9$7.6 million in the thirdfirst quarter of 2001.2002. Diluted earnings per share were $1.18$.49 in the thirdfirst quarter of 20022003 compared to $.68$.43 in the thirdfirst quarter of 2001.2002.

Famous Footwear's total sales increased 4.8%decreased 2.4% during the thirdfirst quarter of 20022003 to $294.5$261.1 million. The increasedecrease was driven bydue to a same-store sales at the new larger stores the Company has been opening, primarily in "power" strip centers, while closingdecline of 5.4%, reflecting lower volume smaller stores. Same-store sales declined 0.6% reflecting relatively flat consumer traffic into the stores, a slightly lower average selling price per unit, partially offset by a higher percentpercentage of customers who, made a purchase once in the stores.store, made a purchase. Famous Footwear achieved an improved marginsgross profit rate in the thirdfirst quarter of 2003 as a result of having a better mix of fresh product in the stores. However, higher expenses from new larger stores turning at a much faster rate thanand higher marketing costs resulted in the past. A reduction in inventories of $56 million from the same time last year has significantly contributed to the improved margins and lower warehouse and distribution costs. As a result, Famous Footwear achieved operating earnings for the thirdfirst quarter of 20022003 of $22.6$10.6 million, compared to $14.2which were down slightly from the $10.8 million for the same period last year. During the thirdfirst quarter of 2002,2003, Famous Footwear opened 1520 stores and closed 13,25, ending the quarter with 922913 stores, compared with 924917 stores at the end of the thirdfirst quarter last year.

The Company's wholesale operations had net sales of $140.8$141.0 million during the thirdfirst quarter of 20022003 compared to $128.9$128.8 million in the comparable quarter last year, an increase of 9.2%9.4%. This sales increase was primarily due to higher sales of Naturalizer products, Buster Brown & Co. children's division products,the LifeStride brand, which were up 32% in the quarter, and men's and athletic footwear. The Naturalizer brand continues to gain market share in U.S. department stores, and sales were up 25% in the third quarter of 2002 compared to the third quarter of 2001. Sales of Buster Brown & Co. product were up 23% in the quarter.footwear, which posted strong increases led by Dr. Scholl's-licensed product. Wholesale operating earnings of $12.7$12.9 million were up 8.8% from $12.3the $11.9 million earned in the thirdfirst quarter of 2001.2002. This 3.1% increase reflects the effect of the higher sales and better margins, partially offset by higher marketing and incentive plan costs,expense and lower earnings at the Company's Canadian operations.

In the Company's Naturalizer Retail operations, which includes stores in both the United States and Canada, net sales decreased 4.3%13.1% to $49.9$42.8 million in the thirdfirst quarter of 20022003 partially due to 15%12% fewer stores. Same-store sales increased 10.8%decreased 2.5% for the on-going stores in the United States but decreased 6.3%and 8.1% in Canada. As a result of the strong sales in the United States, as well as higher margins and a more productive store base, operating earnings were $1.5 million in the third quarter of 2002 compared to anAn operating loss of $1.4 million occurred in the same periodfirst quarter of 2003, which is slightly higher than the loss of $1.3 million in 2001.the first quarter of 2002. During the thirdfirst quarter of 2002, 22003, no stores were opened and 143 were closed in the United States, leaving 232214 stores open as of November 2, 2002,May 3, 2003, compared to 319274 at the same time last year. In Canada, 4 stores were1 store was opened and none were closed, resulting in 172173 stores open this year compared to 158166 at the same time last year.

Consolidated gross profit as a percent of sales for the thirdfirst quarter of 20022003 increased to 40.8%41.5% from 39.3%40.4% during the same period last year. This increase was primarily due to higher margins in the Company's Famous Footwear operations and to a lesser extent in the wholesale and Naturalizer Retail operations.

Selling and administrative expenses as a percent of sales for the thirdfirst quarter of 2002 decreased to 34.1% from 34.8% for the same period last year. This improvement was primarily due to lower expenses at Naturalizer Retail reflecting a more productive store base.

Interest expense was $2.8 million in the third quarter this year, down from $4.8 million last year. This decrease reflects lower borrowings, and lower interest rates from the refinancing completed in the fourth quarter of fiscal 2001.

Other Expense is $1.4 million in the third quarter this year, and primarily represents the costs associated with the closing of one of the Company's two footwear manufacturing facilities in Canada. In the third quarter of last year, Other Expense of $0.3 million primarily represented additional provisions for environmental costs at the Company's owned facility in Colorado.

The consolidated tax rate was 27.0% of pre-tax income for the third quarter of 2002 compared to 22.3% last year. The increase from last year's effective rate reflects a higher mix of retail operating income, which is taxed at higher rates than the wholesale division.

Nine Months ended November 2, 2002 compared to the Nine Months ended November 3, 2001

Consolidated net sales for the first nine months of 2002 were $1.389 billion, an increase of 3.6% from the first nine months of 2001 total of $1.341 billion. Net earnings of $35.8 million for the first nine months of 2002 were 49% higher than net earnings of $24.1 million for the first nine months of 2001.

Sales at Famous Footwear for the first nine months of 2002 increased 3.7% from the first nine months of last year to $832.9 million, reflecting higher sales at new larger stores offset by a 0.8% decrease in same-store sales and 2 less units in operation. Operating earnings for the first nine months of 2002 increased 69.2% to $40.2 million due to higher margins, primarily due to a fresher merchandise mix, and improved leveraging of expenses including lower distribution and warehousing costs as well as lower advertising expenditures. During the first nine months of fiscal 2002, Famous opened 48 stores and closed 46.

The Company's wholesale operations' net sales for the first nine months of 2002 increased 6.5% to $403.8 million from the same period last year. This gain includes strong increases by the Naturalizer and children's divisions. Operating earnings for the first nine months of 2002 of $37.8 million were 1.2% higher than the same period last year as the effect of the higher sales and slightly higher margin rates were substantially offset by higher marketing and incentive plan costs.

In the Company's Naturalizer Retail operations, net sales decreased 5.3% to $149.4 million in the first nine months of 2002. Same-store sales increased 3.2% for the ongoing stores in the United States but decreased 6.1% in Canada. As a result of lower expenses and slightly higher margins, operating earnings of $0.2 million were achieved in the first nine months of 2002 compared to an operating loss of $0.4 million for the same period in 2001. During the first nine months of 2002, 7 stores were opened and 71 were closed in the United States. In Canada, 12 were opened and none were closed.

Consolidated gross profit as a percent of sales for the first nine months of 20022003 increased to 40.1%38.0% from 39.2%37.1% for the same period last year. This increase was primarily due to higher marginsmarketing expenses and higher store costs at the Company's Famous Footwear operations.Footwear.

Selling and administrative expenses as a percent of sales forInterest expense was $2.9 million in the first nine months of 2002 decreased to 35.6%quarter this year, down from 35.8% for the same period$3.6 million last year. This decrease was primarily due to lower consulting costs associated with Project IMPACT and better leveragingis a result of total debt at the end of the expense base at Famous Footwear.

Other Expenses forquarter being down $39.7 million versus the first nine months of 2002 of $2.8 million consisted primarily of additional provisions for environmental costs associated with an owned facility in Colorado and the closing of a footwear manufacturing facility in Canada. Other Income for the first nine months of 2001 consisted primarily of a gain on the sale of the Company airplane.same time last year.

The consolidated tax rate was 28.4%28.1% of pre-tax incomeearnings for the first nine monthsquarter of 20022003 compared to 26.0%31.4% last year. The increaseddecrease from last year's effective rate reflects a greaterhigher mix of offshore wholesale operating income from theearnings, which is taxed at lower rates than retail segments, which are subject to higher taxes than the wholesale operations.

Financial Condition

A summary of key financial data and ratios at the dates indicated is as follows:
 

	November 2, 2002		November 3, 2001		February 2, 2002
Working Capital (millions)	$238.1		$253.0		$226.7
Current Ratio	1.9:1		1.9:1		1.8:1
Total Debt as a Percentage   of Total Capitalization	35.8%		45.3%		45.7%

	May 3,  2003		May 4,  2002		February 1,  2003
Working Capital (millions)	$254.1		$231.5		$243.8
Current Ratio	2.0:1		1.9:1		1.9:1
Total Debt as a Percentage   of Total Capitalization	32.5%		41.5%		34.0%

Cash provided from operating activities for the first ninethree months of fiscal 20022003 was $87.2$19.7 million versus cash usageprovided of $12.0$38.1 million for the same period last year. This improvement reflects lower inventoriesThe decrease is primarily atdue to the Famous Footwear division where inventorieshigher usage of cash for incentive plan payouts, which were $56 million lower thanrecorded in accrued expenses at the end of fiscal 2002 and paid during the thirdfirst quarter of fiscal 2001. Consolidated inventories of $381 million at November 2, 2002, were $64 million lower than the same time last year. This reduction reflects the results of the Company's Project IMPACT initiatives which, among other things, is focused on improving the productivity of inventories. Improved leveraging of accounts payable (from a better inventory turn rate) and higher accrued liabilities also contributed to the improvement.2003.

The decrease in the ratio of totalTotal debt as a percentage of total capitalization is calculated by dividing total debt by the sum of total debt plus shareholders' equity. The decrease in the ratio at November 2, 2002,May 3, 2003, compared to the end of fiscal 2001,2002 and to May 4, 2002, is due to the cash provideddecrease in outstanding debt and principal payments of long-term debt.increases in shareholders' equity. The Company's total outstanding debt at November 2, 2002May 3, 2003, was $160.5$148.0 million, which is $76.5$39.7 million lower than at the same time last year. At November 2, 2002, $137.0May 3, 2003, $124.5 million was borrowed and $12.8$17.1 million of letters of credit were outstanding under the Company's revolving bank Credit Agreement, which leaves additional borrowing availability of approximately $127$124 million.

In May 2000, the Company announced a stock repurchase program under which the Company was authorized to repurchase up to 2 million shares of the Company's outstanding common stock. In the first ninethree months of fiscal 2002,2003, no shares were purchased under this authorization. Since the inception of this program, the Company has repurchased 928,900 shares for approximately $11.3 million.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. In Item 1 of the Company's fiscal 20012002 Annual Report on Form 10-K, detailed risk factors that could cause variations in results to occur are listed and further described. Such description is incorporated herein by reference.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Item 7A of the Company's Annual Report on Form 10-K for the year ended February 2, 2002.
1, 2003.

ITEM 4 - CONTROLS AND PROCEDURES

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. The Company's disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and quarterlyannual results, an established system of internal controls and internal control reviews by the Company's internal auditors.

During the thirdfirst quarter of 2003, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company's disclosure controls were effective. There have been no significant changes in the Company's internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

In designing and evaluating the disclosure controls and procedures, the Company's management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
 

Item 1 - Legal Proceedings

Item 4 - Submission of Matters to a Vote of Security Holders

1. The shareholders elected three directors, Joseph L. Bower, W. Patrick McGinnis and the Form 10-QJerry E. Ritter for the quarter ended August 3, 2002.terms of three years each. The voting for each director was as follows:

Item 6 - Exhibits and Reports on Form 8-K

* Denotes management contract or compensatory plan arrangement.

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

		BROWN SHOE COMPANY, INC.
Date: December 13, 2002June 11, 2003		/s/ Andrew M. Rosen
		Senior Vice President, Chief Financial Officer and Treasurer On Behalf of the Corporation as the  Principal Financial Officer

            I, Ronald A. Fromm, Chairman, President and Chief Executive Officer of Brown Shoe Company, Inc. (the "Registrant"), certify that:

            1. I have reviewed this quarterly report on Form 10-Q of the registrant;

            2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

            3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

            4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-14 and 15d-14) for the registrant and we have:

            I, Andrew M. Rosen, Senior Vice President, Chief Financial Officer and Treasurer of Brown Shoe Company, Inc. (the "Registrant"), certify that:

            1. I have reviewed this quarterly report on Form 10-Q of the registrant;

            2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

            3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

            4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-14 and 15d-14) for the registrant and we have:

        In connection with the Quarterly Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-Q for the quarter ending August 3, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald A. Fromm, Chairman, President and Chief Executive Officer of the Registrant, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

        In connection with the Quarterly Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-Q for the quarter ending August 3, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew M. Rosen, Senior Vice President, Chief Financial Officer and Treasurer of the Registrant, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.