Item 2.02 Results of Operations and Financial Condition

On November 17, 2009, Brown Shoe Company, Inc. (the "Company") issued a press release announcing, among other things, its preliminary sales and earnings for the quarter ended October 31, 2009; a copy of this press release is being furnished as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 2.02 and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 17, 2009, the Company issued a press release announcing certain management changes, including that Joseph W. Wood, Division President, Famous Footwear and Retail Alliance, and Gary M. Rich, Division President, Partnership Brands, intend to retire in early 2010. The Company also announced several promotions, including that Richard M. Ausick will assume the role of Division President, Famous Footwear, Mark Lardie will assume the role of Division President - Wholesale, and Daniel R. Friedman will assume the role of Division President - Wholesale, Product and Sourcing. A copy of the press release on management changes is being filed as Exhibit 99.2 hereto, and the statements contained therein are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit

99.1 Press Release issued November 17, 2009, announcing preliminary third quarter 2009 results.

99.2 Press Release issued November 17, 2009, announcing certain divisional leadership changes.

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