<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>s8exh5.txt
<DESCRIPTION>EXHIBIT 5.1 - LEGAL OPINION OF COUNSEL
<TEXT>


                                                         EXHIBIT 5.1
                                                         -----------
              [BROWN SHOE COMPANY, INC. LETTERHEAD]

                         July 26, 2001

Brown Shoe Company, Inc.
8300 Maryland Avenue
St. Louis, Missouri  63105

Gentlemen:

     As General Counsel of Brown Shoe Company, Inc., a New York
corporation ("the Company"), I am familiar with the Registration
Statement on Form S-8 being filed by the Company pursuant to the
Securities Act of 1933, as amended (the "Act"), with the
Securities and Exchange Commission, relating to 500,000 shares
(the "Shares") of Common Stock, par value $3.75 per share, of the
Company that may be sold pursuant to the Brown Shoe Company, Inc.
401(k) Savings Plan (the "Plan"), including 500,000 Common Stock
Purchase Rights, and an indeterminate number of interests in the
Plan (the "Interests").

     I have examined originals or copies, certified or otherwise,
identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
as I deemed necessary for the purposes of the opinion expressed
herein.  I have assumed (i) the genuineness of all signatures on
all documents examined by me, (ii) the authenticity of all
documents submitted to me as originals, (iii) the conformity to
authentic originals of all documents submitted to me as certified
or photostatic copies, and (iv) the due authorization, execution
and delivery of all documents.

     Based on the foregoing, I am of the opinion that the Shares
(including the Common Stock Purchase Rights) and the Interests to
which the Registration Statement relates have been duly
authorized and upon issuance, delivery and payment therefor, in
accordance with the terms of the Plan and any relevant agreements
thereunder, will be legally issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as Exhibit
5.1 to the above-mentioned Registration Statement

                                   Very truly yours,


                                   /s/ Michael I. Oberlander
                                   -----------------------------------
                                   Michael I. Oberlander, Esq.
                                   Vice President, General Counsel and
                                        Corporate Secretary

</TEXT>
</DOCUMENT>
