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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950137-04-000881.txt : 20040213
<SEC-HEADER>0000950137-04-000881.hdr.sgml : 20040213
<ACCEPTANCE-DATETIME>20040212182316
ACCESSION NUMBER:		0000950137-04-000881
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040213

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BROWN SHOE CO INC
		CENTRAL INDEX KEY:			0000014707
		STANDARD INDUSTRIAL CLASSIFICATION:	FOOTWEAR, (NO RUBBER) [3140]
		IRS NUMBER:				430197190
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0130

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-13079
		FILM NUMBER:		04593425

	BUSINESS ADDRESS:	
		STREET 1:		8300 MARYLAND AVE
		STREET 2:		P O BOX 29
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63105
		BUSINESS PHONE:		3148544000

	MAIL ADDRESS:	
		STREET 1:		P O BOX 29
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63166

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BROWN SHOE CO INC/
		DATE OF NAME CHANGE:	19990528

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BROWN GROUP INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BROWN SHOE CO INC
		DATE OF NAME CHANGE:	19720327

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ABN AMRO TRUST SERVICES CO
		CENTRAL INDEX KEY:			0001068807
		IRS NUMBER:				364041298
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		171 N CLARK ST
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601

	MAIL ADDRESS:	
		STREET 1:		171 NORTH CLARK STREET
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHICAGO TRUST CO
		DATE OF NAME CHANGE:	19990326
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>c82909a2sc13gza.txt
<DESCRIPTION>AMENDMENT TO SCHEDULE 13G
<TEXT>
<PAGE>

CUSIP NO. 115736100                    13G                     PAGE 1 OF 5 PAGES



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13G/A

Information to be included in Statements filed pursuant to Rules 13d-1(b), (c),
        and (d) and Amendments thereto filed pursuant to Rule 13d-2(b)(1)
                                (Amendment No. 2)


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


                     Common Stock, $3.75 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    115736100
         --------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2003
                      ------------------------------------
             (Date of Event Which Requires Filing of this Statement)


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

         / /         Rule 13d-1(b)
         /X/         Rule 13d-1(c)
         / /         Rule 13d-1(d)

(1) 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 on 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).




                                Page 1 of 5 Pages
                                No Exhibit Index


<PAGE>


CUSIP NO. 115736100                    13G                     PAGE 2 OF 5 PAGES



1   NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    ABN AMRO Trust Services Company as Trustee for The Brown Shoe Company,
    Inc. 401(k) Savings Plan Trust IRS No. 36-4041298

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   (a)  / /
                                                                        (b)  / /

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

    Illinois

       NUMBER OF               5      SOLE VOTING POWER
         SHARES                       934,052
      BENEFICIALLY             6      SHARED VOTING POWER
        OWNED BY                      0
          EACH                 7      SOLE DISPOSITIVE POWER
       REPORTING                      934,052
         PERSON                8      SHARED DISPOSITIVE POWER
          WITH                        0

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    934,052
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    / /

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    5.2%**
12  TYPE OF REPORTING PERSON*

    OO

*SEE INSTRUCTION BEFORE FILLING OUT!
**SEE ITEM 4 OF THIS FILING


<PAGE>

CUSIP NO. 115736100                    13G                     PAGE 3 OF 5 PAGES


ITEM 1.

(a)  Name of Issuer:                                   Brown Shoe Company, Inc.
(b)  Address of Issuer's Principal Executive Offices:  8300 Maryland Ave.
                                                       St. Louis, MO 63105-3693


ITEM 2.

(a) -- (c) Name, Principal Business Address and Citizenship of Person Filing:

       ABN AMRO Trust Services Company, as Trustee for The Brown Shoe Company,
       Inc. 401(k) Savings Plan
       c/o ABN AMRO Trust Services Company
       161 N. Clark Street
       Chicago, IL 60601

       Citizenship:  Illinois

(d)    Title of Class of Securities:  Common Stock, $3.75 par value per share
(e)    CUSIP Number:  115736100


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
         13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a) - (j)  Not Applicable.


ITEM 4.  OWNERSHIP.

(a)      ABN AMRO Trust Services Company acts as trustee ("Trustee") for The
         Brown Shoe Company, Inc. 401(k) Savings Plan Trust ("Trust"), which is
         subject to the Employee Retirement Income Security Act of 1974
         ("ERISA"). As of January 31, 2004, the Trust held 934,052 shares of the
         Issuer's common stock. The securities reported include all shares held
         of record by the Trustee as trustee of the Trust. The Issuer
         establishes the investment policy (including voting and disposition of
         shares) for the Trust and the Trustee follows such instructions. The
         Trustee, however, is subject to fiduciary duties under ERISA. The
         Trustee disclaims beneficial ownership of the shares of common stock
         that are the subject of this Schedule 13G/A.

(b)      The 934,052 shares of common stock represent 5.2% of the Issuer's
         outstanding shares of common stock. The percent of class is based on
         shares outstanding as of January 31, 2004, as provided by the Issuer.



<PAGE>

CUSIP NO. 115736100                    13G                     PAGE 4 OF 5 PAGES


 (c)     (i)      The Trustee holds sole power to vote or to direct the vote
                  over all of the securities that are the subject of this
                  Schedule 13G/A.

         (ii)     The Trustee does not share power to vote or direct the vote
                  over any of the securities that are the subject of this
                  Schedule 13G/A.

         (iii)    The Trustee holds sole power to dispose or direct the
                  disposition of all of the securities that are the subject of
                  this Schedule 13G/A.

         (iv)     The Trustee does not share power to dispose or direct the
                  disposition over any of the shares that are the subject of
                  this Schedule 13G/A.


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

         Not Applicable.


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 not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.


<PAGE>

CUSIP NO. 115736100                    13G                     PAGE 5 OF 5 PAGES


                                    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.

                                            February 12, 2004
                                   -----------------------------------------
                                   Date


                                   ABN AMRO Trust Services Company as
                                   Trustee for The Brown Shoe Company, Inc.
                                   401(k) Savings Plan Trust

                                   By:      /s/ Terry L. Zirkle
                                       -------------------------------------

                                   Name:    Terry L. Zirkle
                                          ----------------------------

                                   Title:   Executive Vice President
                                           ---------------------------------



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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