Ken Golden – Director, Investor Relations Ron Fromm - Chairman and CEO Diane Sullivan - President and COO Mark Hood - Chief Financial Officer Joe Wood - President of Brown Shoe Retail

Chris Svezia – Susquehanna Heather Boksen - Sidoti & Company Jill Caruthers – Johnson Rice Scott Krasik - C. L. King Sam Poser - Sterne, Agee Jeff Stein – Soleil Securities

Welcome the second quarter 2008 Brown Shoe Company, Inc. earnings call. (Operator Instructions) I would now like to turn the call over to Ken Golden, Director of Investor Relations.

Thanks for joining us for the Brown Shoe second quarter 2008 financial results conference call. This call is being made accessible to the public via webcast in accordance with the SEC's Regulation FD. Before we begin I'd like to remind you of the company's safe harbor language. During this conference call the company will make certain forward looking statements to help you better understand its financial results and competitive outlook. Discussion of the company's future plans and other statements in this call that are not current or historical facts are forward looking statements. These involve known and unknown risks and uncertainties that could cause the actual results to materially differ from historical results or from any future results expressed or implied by any forward looking statements. Factors that could cause actual results to differ materially include those listed in our press release issued this morning and available on our 8-K filed prior to this call and other risk factors listed from time to time in the company's SEC reports. Copies of the company's reports are available online and from the company's Investor Relations Department. The company does not undertake any obligation or plan to update these forward looking statements even though the situation may change. On the call this morning will be Ron Fromm, Chairman and CEO, Diane Sullivan, President and COO, Mark Hood, Chief Financial Officer, and Joe Wood, President of Brown Shoe Retail. Now I’d like to turn the call over to Mark Hood.

The consumer environment remains difficult. We worked hard to deliver the quarter at the low end of our prior guidance while at the same time making some key announcements and investments relative to the future of our business. On to a review of the income statement, consolidated net sales for the second quarter totaled $569 million down 1.3% compared to $577 million in the second quarter last year. The sales decline is attributable to the impact of the 2.9% decline in same store sales performance at Famous Footwear, offset in part by 10% increase in store count, a 9.3% decline in wholesale performance, retailers were more promotional leading to greater allowances which not only impact margin but also are recorded as a reduction in sales. Inventory continued to be tightly managed by retailers leading to fewer immediate quarters and more closeouts which are sold off at lower selling prices. Specialty retail at same store sales decline 0.2%. All segments were impacted by the challenging consumer environment with traffic and conversion level at Famous down across all channels. While the geographic markets which have been impacted the most by the decline in the housing markets performed as would be expected. The majority of other markets in which Famous operates proved to be quite healthy. Lastly, our Brown New York brands continue their strong momentum generating a double digit net sales increase versus second quarter last year. Gross profit margins decreased 80 basis points to 39.3% from 40.1% in the second quarter last year. This decrease was the result of higher promotional activity at Famous Footwear as we’ve moved to aggressively manage inventory and maintain market share during the quarter. Higher allowances in department stores and a greater mix of sales from Franco and Etienne which are licensed businesses and declines in Naturalizer and LifeStride which are owned brands with higher margins and a greater mix of mid-tier and off price business. SG&A increased as a percent of net sales to 38.4% or $218 million compared to 37% or $213 million in the second quarter last year. The increase in the quarter resulted from costs related to the transition of our Famous Footwear offices to St. Louis, increased utility costs due to commodity inflation and increased facilities costs due to a higher number of stores as well as expense de-leverage due to lower net sales. This was partially offset by lower incentive plan costs in the current year and earning enhancement plan costs in the comparable prior year quarter. As a result, consolidated operating earnings decreased to $4.9 million or 0.9% of net sales from $17.9 million or 3.1% of net sales in the second quarter last year. Net interest expense totaled $3.3 million in the second quarter compared with last year’s $2.8 million. Our tax rate in the quarter was -21.9% reflecting several factors. First, a higher mix of foreign earnings which are subject to lower statutory tax rates. Second, the continuing shift of our Far East operations to support our branded product business has resulted in greater cost deductibility in our higher tax jurisdictions. Lastly, we recognized $900,000 net of a $500,000 Federal tax impact of income for state tax incentives related to our headquarters consolidation initiatives. Net earnings in the second quarter were $2.2 million or $0.05 per diluted share versus $9.8 million or $0.22 per diluted share in the second quarter of the prior year. The results for the second quarter include $0.15 per diluted share in costs related to the transition of Famous Footwear to St. Louis and startup costs related to our ERP project which was $0.01 more in the quarter than our previous guidance. Second quarter 2007 earnings included costs of $3.6 million or $0.08 per share related to our earnings enhancement plan. Moving to our financial condition, our balance sheet remains strong. Cash and cash equivalents were nearly flat with second quarter last year at $64.4 million. Total inventory at quarter end was $502.9 million up 6% from $474.5 million at the second quarter last year. Inventory at Famous Footwear was up 9.2% to $373.4 million on 103 net new stores. On a per store basis inventory was down approximately 1% however it would have been down 3% had we not accelerated planned August receipts to be better positioned for back to school. Inventory wholesale was down 4.9% from a year ago. Total debt outstanding at quarter end was $150 million same as quarter end last year. Total debt to capitalization at the end of the second quarter was 21.1%. Capital expenditures in the second quarter totaled $23.2 million which primarily reflects spending for new stores and remodels, the new West Coast distribution center and purchase of software and systems related to our information technology transformation. Operating cash flow for the second quarter totaled $27.6 million. Regarding guidance for the third quarter and full year 2008 we are less optimistic on our outlook for the balance of 2008. While comparisons do get easier in the back half, uncertainty relative to consumer spending remains. In addition to the ongoing macro concerns in the back half we’ll also get our first read on how the consumer responds to price inflation in footwear. We believe it is prudent given the factors discussed to reduce our guidance for the back half and full year. We now expect full year earnings per diluted share on a GAAP basis in the range of $1.12 to $1.29 per diluted share which includes costs of $0.09 per diluted share related to the transition of our Famous Footwear division to St. Louis net of an expected non-recurring gain for the sale of a portion of our St. Louis real estate and $0.04 per diluted share related to our information technology transformation. As a reminder, full year guidance also includes a net gain of $0.15 per diluted share related to insurance recoveries during the first quarter. All in, we expect non-recurring items to represent $0.02 per diluted share of income for the full year. Earnings per share for the third quarter are estimated in the range of $0.31 to $0.41 per diluted share which includes costs of $0.21 per diluted share related to the relocation of Famous Footwear and ERP startup costs. Net sales are estimated to be in the range of $2.38 billion to $2.40 billion for the year and we are targeting $650 to $660 million for the third quarter. These estimates are based on the following; same store sales at Famous of -2% to -4% for the full year and -1% to -3% for the third quarter. We estimate full year wholesale net sales to be flat to down 2% versus 2007. In the third quarter we expect wholesale net sales in the range of flat to down 4% from the prior year quarter. Given the current environment we believe it is prudent to further tighten our standards for capital management. As such, at Famous Footwear we are now planning approximately 90 new store openings with 30 store closings for the full year, down from our prior guidance of 100 to 110 and our original plan of 130 new stores. As it is planned right now we would expect to open 70 to 80 new stores in 2009. New stores, especially retail are planned to be in the range of 25 to 30 which includes 15 to 20 in China. We expect a total of 60 to 70 stores in China by the end of the year. We expect our tax rate to be between 24% and 26%. Average diluted shares are expected to be $42 million. Capital expenditures are estimated to be $85 to $90 million reflecting new and remodeled stores, infrastructure costs including material handling equipment for the new West Coast distribution center. Capitalized software and system upgrades for our ERP implementation. As discussed uncertainty remains in terms of when the economic conditions will improve but we’ve established a resilient business model that mitigates risks through our diverse portfolio of brands which operates across all channels at a range of price points as to our inherent disciplines and asset management. This allows us to continue to invest in building our future platform while we operate in a difficult environment. Now I’d like to turn the call over to Diane.

As anticipated the second quarter was a challenging one for us. While we’ve applied our successful disciplines of inventory management that you’ve come to expect from us we were not immune from the decline in store traffic and increased promotional activity across our industry. This led to lower sales and earnings as compared to a year ago. As Mark mentioned the increased allowance levels at department stores as they look to manage their inventory tightly in the quarter led to gross margin pressure for our wholesale business. None the less, during the quarter we managed the business well, focusing on profitability versus driving revenue which we believe was necessary in this environment. At the same time, we continue to invest in our brand infrastructure and talent in support of our future growth. Looking at wholesale, clearly the entire segment is under pressure not only from a top line perspective but also on the cost side. One of the great strengths of Brown is our sourcing prowess that our teams continue to do a nice job of managing these pressures. We’re working diligently on the sourcing front to help mitigate the cost inflation coming from China and while we continue to maintain product integrity we are shifting our sourcing portfolio and adding additional features to our shoes such as new comfort technology to create added value for our customers. We believe this is the way to win over the longer term. Within our wholesale business we believe the right strategy was to limit the supply of inventory at retail to maintain the integrity of our margins. In fact, while our wholesale sales and earnings were down from a year ago we maintained our wholesale operating margins to last years level and did see some encouraging signs for several of our brands. Before I get into some of our highlights let’s discuss a few of the businesses that were challenged during the quarter. Our two largest traditional brands, Naturalizer and LifeStride were impacted in the quarter by the effect of the economy on their consumer and by challenges in the department store sector. Naturalizer sales declined in the quarter which we expect it given our need to rebalance assortment to up-trending categories. The good news is it’s the early read on our Naturalizer products for Fall are positive, with our styles retailing at a better rate than we had experienced during the first half of the year. We have delivered more tailored and casual styling along with additional comfort features for this consumer. This has us encouraged that we’ve begun to reach more stability as we start the second half of the year. LifeStride also had a challenging quarter. We’ve had to shift our focus back to $39 and $49 price points from $49 and $59, narrow the assortment and adjust the sourcing model and support accordingly. We believe these price points represent the suite spot for LifeStride. Improvement is expected in 2009 as we stabilize retail price points and margins going forward. In our non-branded businesses we continue to manage this segment to appropriate levels as we continue to reallocate resources towards higher margin branded businesses. Now on to some of the highlights in the quarter, our Brown New York brand, including Via Spiga, Franco Sarto, and Etienne continued their positive momentum reporting a double digit increase in sales during the quarter as our work to upgrade product offerings and increase the velocity of newness at retail paid dividends. Carlos Santana continues to improve its performance and is now one of the better performers in the impulse grid. We expect this positive momentum to continue based on our strong product offering supported by marketing campaign with Macy’s that include national TV. Original Dr. Scholl’s enjoyed a good quarter with sales up significantly albeit off a small base. We also continue to make progress on some of our newer initiatives which while small today are expected to become more important growth drivers in the future. To this end our partnership with Sam Edelman continues to gain momentum. Our strength from a back office and sourcing perspective has allowed Sam and his team to focus on maximizing the sales potential of this brand which has become quite strong in a short period of time. By all accounts, Sam’s line was one of the exceptional highlights coming out of the WSA show. In addition, we’re looking for opportunities to shift channel mix, decrease our reliance on private label and deliver a better mix across channels and brands and as part of this effort I think you’ve heard that we launched Fergie and Fergalicious at WSA. Fergie has great consumer appeal across a wide audience and we expect this brand to be meaningful for us in 2009. For those of you who didn’t see us at the show we’re planning a dual launch. Fergie for department and specialty stores against the fashionista side of her personality and priced from $79 to $109. Fergalicious targeting the teen and tween market with more casual and sports styles will be sold through national chains retailing between $39 and $59. We have not seen this much excitement around a new launch in quite some time. We will also be introducing Vera Wang Lavender label footwear at Coterie and Meehan in September. We’re enthusiastic about this line and the opportunity to work with such a renowned designer such as Vera. The line will be launched in spring ’09 to better department and specialty stores. Jay Schmidt who came on board a few months ago will manage this business along with the Via Spiga as we strengthen our offering at the higher end and bridge segment. In total, our wholesales segment reported net sales of $180.1 million down 9.3% from $198.4 million in the second quarter of fiscal 2007. Increased allowances, a shift in channel mix and a shift in the mix of licensed versus owned brands contributed to our operating earnings decline from $12.9 million last year to $11.6 million this year. Based on our revised outlook for the second half of the year we currently expect our wholesale segment to report flat to a 2% decrease in sales this year. Turning to our specialty retail division which primarily includes our Naturalizer retail stores and our Shoes.com e-commerce business. Net sales for this segment totaled $63 million in the quarter up 1.5% from the second quarter last year. Same store sales decreased 0.2%. Shoes.com reported a 3.2% decline in net sales which represented an improvement from the first quarter. I think you will recall that we began migrating the business to a new Microsoft platform this spring. The system integration has caused some business disruption and we are working very diligently to try to stabilize it. This segment incurred an operating loss of $3.1 million which compared to operating loss of $1.8 million last year. Turning to Famous Footwear, we once again managed the business well emphasizing growth opportunities such as athletics while maintaining tight control of inventory and expenses. Sales at Famous reached the low end of our guidance. However, increased promotional activity to drive sales and a net increase of 103 stores to our base caused operating earnings to come in well below a year ago. As we begin the second half of the year we expect the challenges experienced during the first half to continue and as such as you heard from Mark have updated our sales and earning guidance. We will emphasize our expense and inventory management strategies with even greater focus. At the same time remain encouraged and focus on the opportunities identified that we’re implementing to drive our long term growth. We have a highly talented team, great infrastructure and a diversified channel and brand strategy that certain position us to optimize earnings in an ongoing difficult environment. With that I’d like to now turn the call over to Joe give you a review of Famous Footwear’s results in a lot of detail.

As we anticipated the second quarter continued to be challenging for Famous Footwear. The soft consumer spending environment led to declining store traffic patterns and increased promotional activity as compared to a year ago. Results continue to be affected by fashion law in the women’s casual and juniors businesses. That said, we did see some bright spots, including encouraging signs in athletic footwear remained diligent in the management of our inventory which is down on average per store basis compared to last year. In total, second quarter net sales were $326.6 million, 3.2% ahead of last year’s second quarter. This increase was driven by the addition of 103 net new stores since the second quarter last year but was partially offset by 2.9% decline in same store sales. Our comp trend improved from the first quarter and follows a 0.3% comparable store sales decrease last year. Operating earnings were $9.6 million or 2.9% of sales compared to $18.9 million or 6% of sales last year. This was driven by a combination of 120 basis points decline in gross margin rate which resulted from increased promotional activity and 190 basis points of expense de-leverage from an increase of 103 stores, higher utility costs and an incremental $2 million spend in marketing. Even though the environment was tough we do believe that it’s important to continue to build our Famous Footwear brand. Regarding our sales metrics, customer traffic and conversion continued to be challenging in the second quarter. Traffic was down 5.2% from last year, this was experienced in all three channels; malls, strip centers and outlets. The conversion rate was down 5.9%. On the positive side our average unit retails were up 0.5% from last year even with the additional promotional activity while pairs per transaction were up 10.2%. On a same store basis the athletics category drove our performance with sales comping up 1.3% with year over year. However, women’s was about 6.9%, men’s at 1.5% and kid’s down 14.5%. The athletics category did gain momentum throughout the quarter driven by Puma, Nike, Converse, New Balance and our Skate business. We’re continuing to see the shift from women’s, junior and casual purchases to fashion athletic and continuing low profile styling. We believe that we are well positioned, however to capitalized on the momentum in athletics having shifted additional inventory dollars into that category for back to school selling season and obviously we tailored our marketing communications back to school toward the athletic brands. As I mentioned, we continue to maintain very good control of our inventory. We did end the quarter with average inventory below last year and as importantly aged inventory in line with the prior year period. Our total inventory at the quarter end was up 9.2% from the year ago period primarily due to the 103 net new additional stores as well as an increase in our average costs. As we begin the third quarter, we do feel confident about the freshness of our assortments especially given our aggressive efforts to move product during the quarter. Regarding our stores during the quarter we did open up 30, closed three and remodeled five locations ending the quarter with 1,127 stores versus 1,024 in the second quarter last year. We continue to be very pleased with our new store and remodel program and at the end of July 85% of our stores are operating under our new format. We’ve also been extremely pleased with the transition of our Famous Footwear operations from Madison to St. Louis joining together here our wholesale and retail organizations under one roof. In connection with this move we hired and trained 200 new associates having filled approximately 98% of our open positions during the quarter. The transition was smoother than we had anticipated and I think we full expect the benefit from the ability to collaborate with or St. Louis partners on a daily basis. As we look to third quarter we expect the macro economic environment to obviously remain challenging. Currently customer traffic trends continue to be below last year’s level thus we’re planning our Famous business cautiously. While we do expect to catch some volume during the peak back to school weeks our primary focus continues to be on the controlling inventory and our expenses and especially the flow of new inventory into our stores. We have maintained our marketing presence as I mentioned, spending toward our consumers with plans in the second half our investment to be flat to last year. We believe in this environment is prudent to preserve cash flow and as Mark mentioned we have scaled back our new store opening plans to 90 this year versus the original plan of 130 and we will close between 25 and 30 stores. In summary, we continue to believe we have the right strategies in place to maximize profitability during a difficult environment. We do feel comfortable with the product assortments in our stores, our marketing initiatives and we expect to capture our share of business during the quarter. Now I’d like to pass the call over to Ron.

Joe, Mark and Diane did terrific job of reiterating our prospects from the second quarter and it’s always difficult when the news is tough and somewhat disappointing. I can tell you that it is overshadowed by the enthusiasm that I have every day now when I get to walk the halls of Brown Shoe Company and I get to see my good friends of Famous Footwear and excitement that’s being generated everyday in the hallways. It surely has been a remarkable and I think it also marks the start of the last phase of the transformation of Brown Shoe Company into a powerful marketing company. What is important is that we recognize the opportunity as the decline in the market was taking place and that because of our strong financial position it provided us the ability to take advantage of this economic downturn to invest in the future of our company more rapidly both in its infrastructure and in creating a pipeline of new brands to advance our strategic goals. As always, our main areas of focus are talent, stores, systems and product. We are confident that the investments we are making today will pay off when the consumer returns. At the same time you can count on us to continue to manage our business with discipline and increase our contact with our proposition for our consumer. Our prudent management of our capital and our assets will be retained. It will be thoughtful allocation of talent and resources to drive greater profitability and maintain our discipline on expense management and of course, product and brand innovation to generate excitement with our consumers rather than be price driven. I think it’s an important time for Brown Shoe Company and one that I’m very excited about. At this we’ll open it up for questions.

(Operator Instructions) Your first question comes from Chris Svezia – Susquehanna. Chris Svezia – Susquehanna: When you came through the last conference call you guys felt pretty optimistic about your thoughts regarding the second quarter for flat revenues for the wholesale piece. I’m curious what point did it start to deteriorate and secondarily to that you have some new products we saw at WSA you talked about some of the things going on at Naturalizer and what you’re seeing there and obviously some of the new brands. Given the status of the department store channel which seems to be very cautious here in the second half how much confidence to you have that you’ll be able to hit those targets that you’ve now laid out for the wholesale piece.

It’s a great question and not an easy one to really answer when you think about trying to forecast what the consumer is going to do in the future given this kind of environment. Maybe I’ll reiterate a little bit about what we really thought about the second quarter and what we experienced. I think clearly that the overall trend in traffic and the amount of promotional activity that happened across the entire landscape was much more than I think anybody had anticipated which had pressure across our entire wholesale segment to begin with. The second piece of it would be that as I mentioned in our traditional brands both Naturalizer and LifeStride not only did they have some of that pressure but they did have some other issues that were inherent to the shift in moving our product in Naturalizer to more casual and tailored offerings so we had called that out as something that we needed to do that we felt would be turned around more in the back half of the year and I think we’re on track to do that. I also think we learned a lot in the quarter on our LifeStride business as we really began to see that the suite spot to that brand was truly at the $39 and $49 price point because that’s really what the consumer is looking for more and more value that seemed to be a really great place to be. Those are a couple of the things probably worth reiterating. During that time period too, second quarter we typically rely on a number of immediate so immediate reorders against a number of our businesses and clearly that did not come in where we had intended it to given the environment. All in all it was really about how you find the right balance between making sure you’re not over shipping and overselling but making sure that you’re delivering as much overall market share and profitability that we possibly could. I think it’s a delicate balance and as we look towards the third and fourth quarter we’ll have to see. I think it’s our best guess as of right now and we continue to work really hard against the pipeline that we talked about whether it’s with Fergie and Fergalicious to get us into new channels and new customers as well as with Vera Wang and the Lavender label and a number of other initiatives throughout the company. It’s really a mix of all those pieces. Chris Svezia – Susquehanna: You haven’t seen any push back relative to pricing increases, in other words, your new guidance and what you’re hearing in your channels there hasn’t really been a push back from a pricing perspective those customers saying the price value equation is not there, go back, revisit the brand or revisit the models etc. Are you seeing any of that?

Two things to that, we’ll really see the first taste of that in the third and fourth quarter of this year so that’s really one of the major question marks that are out there right now. How is the customer going to respond to these higher price points? I can tell you right now, our largest brand Naturalizer the early read on that is quite good and we feel very good about a lot of our products sitting out there right now at $79 the velocity on those are good. On the other hand, with LifeStride we actually really do think that in that particular case there was some resistance to higher price points and we really wanted to make sure we didn’t vacate that entry price point in department stores. It didn’t vacate that segment of the marketplace and made sure we stayed looking like we had a very good proposition relative to private label there too. That was a little bit of the tweak in our strategy. Third and fourth quarter we’ll learn a lot more. I think we’ve done the best we possibly can, I think we’ve tried to read the tea leaves right and position our portfolio in the right place. Chris Svezia – Susquehanna: The promotional environment seems to intensify a little bit going through, the later portion of the second quarter you guys were running pretty consistent BOGO events in your stores. What are you inferring in terms of your outlook for third quarter and the remainder of back to school from a promotional perspective?

Third and fourth quarters I’ll address them both, promotional activity during this time of year is no different than previous back to school so let me answer it this way. Our promotional cadence going into third quarter remains the same as last year. Promotional cadence in fourth quarter remains the same as last year. We were more aggressive during the second quarter which was obvious but promotional cadence now and going forth through the balance of the year is the same as 2007.

Your next question comes from Heather Boksen - Sidoti & Company. Heather Boksen - Sidoti & Company: First a quick housekeeping one, you mentioned the store openings for ’09 for Famous Footwear 70 to 80 was that net of closings or is that before?

That’s before closings. Heather Boksen - Sidoti & Company: Assume a normal closing pattern for next year.

Yes, in the range of 30 to 40 store closings next year. Heather Boksen - Sidoti & Company: With respect to the wholesale division touching on what Chris did, would you say that your plan for the back half of the year assumes the department store dis-sentiment there remains pretty cautious?

I would say so yes. I think we have not anticipated significant improvement in the velocity of our products at retail in the back half of the year. I think we’ve kind of assumed that there’s more of the same going on. Heather Boksen - Sidoti & Company: I know it’s early to speak to ’09 but assuming you’ve gotten some feedback already on Fergie and some early thoughts on Vera would you think that next year, given the new brands you could post wholesale revenue growth?

It’s a little early for me to comment on that yet. I know that in the next 30 to 60 days our visibility will be much better as we see more of the orders coming in. I would tell you that we certainly were encouraged by the reaction to the Fergie and Fergalicious lines at WSA and as I said with Sam Edelman. We do believe that we should be well represented in the marketplace in ’09 but again too early to really give you much detail on that. Heather Boksen - Sidoti & Company: Through Q2 and Q3 you’ve had $0.36 or it will be about $0.36 in Famous Footwear charges. The full year guidance is $0.09 in charges net of benefits. Assume we’ll see $0.25 in benefits from Famous Footwear in Q4 is that correct?

You’ve got in the $0.21 there’s a little bit of ERP costs and then full year we said ERP was going to be $0.04 so we had $0.01 in the second, $0.01 in the third and would have $0.02 therefore in the fourth. Heather Boksen - Sidoti & Company: That’s in that $0.21 for Q3 and the $0.15 from Q2?

Correct.

Your next question comes from Jill Caruthers – Johnson Rice. Jill Caruthers – Johnson Rice: You mentioned quickly, you talked about the Famous division inventory numbers how you accelerated some August receipts, if you could just put a little clarity behind that?

We actually moved additional $10 million of receipts back earlier in the quarter and a lot of that was earmarked into athletic which was driving and continues to drive our business. It had wash out during the quarter but we came in early in July and brought in an additional $10 million of August receipts to push our sales for back to school. Jill Caruthers – Johnson Rice: I know the phenomenon of shopping later in the season closer to need continues to happen, if you could talk about where your peak season for back to school falls maybe how many of your markets have gone back to school, just a little clarification on that timeframe.

Our peak weeks really last week and the current week that we’re in and then it starts falling off somewhat other than the Eastern schools which go back to school after Labor Day. All of them other than the fourth, we have four segments and the fourth segment is obviously those that start after Labor Day. They are shopping right to need so they’re buying today, wearing today. It continues, I think the fifth year in a row of business coming later each year, it’s happening this year once again. We do have three segments that are already in back to school and a fourth yet to come.

Your next question comes from Scott Krasik - C. L. King. Scott Krasik - C. L. King: The sales trends are down but they’re actually not that bad. Is it more a sense that you’re just promoting too heavily or much more heavily that what you expected or is that maybe some of your new stores, because I know you’ve opened a lot of stores in the last few years, are really underperforming the expectation. Talk about the moving parts there.

We were more promotional in the second quarter especially in May and early June. Call it a competitive environment, whatever you want to; we were much more competitive than we ever have been number one. Number two, it’s interesting if we take a look at our business there are some bright spots, and we always look at the negative. If you take a look at our business being down 2.9% for the quarter it’s interesting how we follow business now. If you take a look at the foreclosure states and follow those especially California, Arizona, Nevada and Florida, the business in those states affected my total so dramatically that our business would have almost been flat in looking at those states alone. There are parts of the country performing extremely well but you can follow the foreclosure rates by states and your business is following that, they’re just horrible. Scott Krasik - C. L. King: Would that follow through to most of the stores you’ve opened in the last few years were focused in those states?

In a lot of cases our real estate is targeted and a lot of it is targeted toward the East when you take a look at the New York, Philly area but it’s also in the West because what’s hurting us somewhat now where the states that carried us for years the business in California, Arizona and Nevada especially for three, four years in a row was just on fire, with Florida following. Now a few years later, the last year, year and a half and the foreclosure rates brought us the best of those states now is hurting us with foreclosure and retail following it. I can’t say I’m happy with my business being down 2.9% but without those four states I have a flat business. Scott Krasik - C. L. King: It looks like the midpoint of the third quarter guidance you’re at about $0.57 or so throughout the year to date, to get even to the low end of your guidance we’re talking about record fourth quarter EPS even excluding the benefit of the land sale, is that correct?

The land sale certainly has a significant impact on the fourth quarter guidance and I think it is what it is; it’s what our guidance is? Scott Krasik - C. L. King: Even ‘x’ the sale we’re still talking about EPS up from 2007 correct?

Yes, recall 2007 was an extremely promotional quarter so you’re lapping up against better numbers. Again, we’re not expecting a significant environmental improvement but the comparisons from a margin standpoint are significantly easier in the fourth quarter. Scott Krasik - C. L. King: But ’07 was up from ’06 so it’s not like it was depressed year over year. It just seems like it doesn’t seem like you’re taking that conservative of an approach seeing as how you’re assuming an up fourth quarter.

I’ve given you our best thought on how we see the business coming down.

Your next question comes from Sam Poser - Sterne, Agee. Sam Poser - Sterne, Agee: In the press release you mentioned that the $0.15 per diluted share was primarily related to the relocation of the Famous Footwear to St. Louis. When you say primarily can you give some more color on what else might be in there?

I think I mentioned earlier that we had $0.01 per share of costs relating to our ERP project. Sam Poser - Sterne, Agee: How are the Reba shoes doing at Dillard’s and NaturalSoul at Kohl’s these days?

NaturalSoul at Kohl’s is doing nicely sort of in the middle of the pack in their business and actually we’re going to be expanding our Natural Sport business there in ’09. I’d say right in the middle of the pack. Our Reba shoes at Dillard’s has actually been kind of slow honestly so we’re working through that and trying to figure out what that right mix in the assortment ought to look like. Not a big number though. Sam Poser - Sterne, Agee: It sounds to me, when I’m listening to this with Naturalizer and LifeStride being soft as well as the Reba shoes and then you have the better businesses going on over at Brown New York. Is this a fashion play where more non-descript product is just facing a tougher time because there isn’t that must have feel to it while the product in Franco and Via Spiga are more special and have more of an I need to have that mentality to it?

I think there is certainly, you’ve got good insight and I think there’s some truth to that but it’s also interesting as we look at more recently with what’s going on in the last four to six weeks particularly on the Naturalizer side that very versatile product that has that perfect comfort feature is the kind of go to shoe that you could wear a lot of different ways is also seems to be a segment of the business that is starting to show some vitality too and we’re really trying to work our assortments to fit there in those more traditional brands so that it works in that direction. Sam Poser - Sterne, Agee: Could you walk through by group again what the performance was; athletics, kid’s, men’s, women’s and so on?

Athletics in total was up 1.3%, our kid’s businesses was down 14% and 14.5% again that’s interesting because our athletic business in kid’s is in athletics so it’s a little misleading. In women’s business it was down 6.9% and the men’s was okay at down 1.5%. Sam Poser - Sterne, Agee: How are you approaching the mix now with those numbers?

Help me again with that question. Sam Poser - Sterne, Agee: How are you approaching mix changes because it sounds like you’ve got strong athletics, weak women’s, are there certain items there that you’re just missing right now within these categories that you just need to have.

I don’t think it’s so much of items that we’re missing. Obviously I’ve always said I love the box we have. The consumers told us that their interest right now is more so in athletic, what I would call athletic and fashion athletic so we’re just changing the finances and our inventory mix to reflect such. Sam Poser - Sterne, Agee: Is that something that happened more quickly than what you expected?

I think what happened a little more quickly is in the casual women’s business I think the switch over to or the interest in what I consider the fashion athletic part of our business was a little faster than what we had anticipated so casual and junior casual business was softer than what we had anticipated more and it came a little more quickly than we anticipated.

Your next question comes from Jeff Stein – Soleil Securities. Jeff Stein – Soleil Securities: I’m wondering if you can talk a little bit about how your ERP investment is going to weigh into earnings for next year. Also, in the release you talked about roughly $37 million incentives associated with the St. Louis development and I’m wondering how and what line items would be affected again going forward and how that would affect P&L for 2009?

In terms of 2009 guidance I think we’ll hold off giving ’09 guidance until we have the non-special items to talk about. We’re in the process of kicking off our 2009 planning work and when we’ve got that in a position to share we’ll do that. In terms of the ERP costs there’s a significant amount of capital associated with the project and historically if you look at the full costs of an ERP implementation project about 25% of the total costs ends up running through expense during the period of implementation and 75% stays capitalized as a fixed asset. As an historic rule of thumb we’ll have to obviously see how that plays out as we go through the exercise of doing it for Brown but those would be the industry norms that we’ve looked at as we did our planning for the ERP implementation. In terms of the tax incentives those will run through as credits in the tax provision as we perform the activities and realize those credits as they’ve been offered by the various state municipalities but that $37 million it is expected to take many years to harvest that under the way the credits are provided under the various state programs. Jeff Stein – Soleil Securities: The ERP total investment can you put some definition around that?

We’ve not given out the total investment there; we’ll give you the cost of that each year as we roll out in our plan. While we have a firmly approved budget for it we don’t think of it as separate from the rest of our capital allocation. Jeff Stein – Soleil Securities: Someone else asked the question before but it just seemed like you had an unusually large number of BOGO events in fact to me it looked like almost the last six to eight weeks every single day is has been buy one get one. Is that going to in your view don’t you risk damaging the value of the Famous Footwear brand by running such extensive promotions consistently. I’m wondering if you could be a little more specific in terms of the number of BOGO days that you’re planning for Q3 and Q4 this year compared to last. I think you indicated they are going to be about the same but can you give us the number of days you’re planning?

I’d have to go back and take a look. I ran an extra six weeks of BOGO in second quarter that I did not experience in previous year. I think that was reflective of what was going on in the industry. I couldn’t stick my head in the sand so I didn’t. I didn’t like running a business that way. Third and fourth quarter as I mentioned I’ll have to get back to you with the exact number of weeks that we’re running in third and fourth quarter but it is no more than we did the previous year. I will get back to you with that number but there’s no additional weeks to third and fourth quarter than it was the last year. However, I am keeping my marketing spend flat to last year. Yes, I have to get the brand up front, Famous first and price first. I did not like running my business the way I did second quarter; we’re not running it that way third and fourth quarter.

: Chris Svezia – Susquehanna: On your Naturalizer retail portfolio you guys have roughly 270 or so stores and in the past and in prior years you guys have closed and pruned some of the unproductive stores whether its in Canada or in the US. Obviously the Naturalizer brand having some difficulty here in the first half but hopefully starting to see some signs of improvement what do you need to get that business to start showing some improvement relative to what we’ve seen over the years and obviously in the quarter. It certainly looks like the gross margins need to improve, the product margins and obviously the comp. Is that you’re seeing in the Naturalizer brand enough to start to move it in that direction or is there something else going on.

If you take a look really at the last three years on the Naturalizer brand there has been significant improvement on the brand all in from 2005-2006 to the time period today. This last half, these last two quarters have been a little more challenging for us. We do believe that the strategies that we’re putting in place with respect to product assortment, design and development, the way that we’re managing the brand all in is the right direction to go in. I don’t know that you’re going to see a significant shift in what we’re doing but I think being really smarter and continuing to be smart about the right kind of execution along all of the aspects of our business. I don’t think there will be a major swing. Chris Svezia – Susquehanna: I know in the past you guys have talked about all in, and the Naturalizer business is extremely healthy and profitable but I know from a reporting basis you guys break out the retail piece and you talked about he wholesale piece as well but just from running a retail business and you start to make some improvements in terms of the product and the appearance of some of the stores recently I’m just curious at what point maybe do you start to see less of a drag on that piece of the business if Naturalizer starts to show some signs of improvement as you move into next year is that possible that starts to be less of a drag.

When we looked at all in, in the prior year we were certainly looking at an operating ROS of 10% or there above. That has been improving over the last couple years. First half of this year was a little more challenging given the overall environment and with the brand in particular but we don’t see any reason why that can’t continue to show improvement overall in the next 12 to 18 months.

We’ve had the double digit operating profit margins in ’07 and ’06 as you said it’s an improvement from ’05. The first half was difficult with some of the product then I think the negative store for store particularly in the first quarter. The second quarter obviously improved versus first quarter from the store for store performance point of view. We would expect no major changes in store count and continuing to try to get the retail only piece of that to operate at a better break even level.

Your last question comes from Scott Krasik - C. L. King. Scott Krasik - C. L. King: Following up on Naturalizer you mentioned LifeStride taking a shift back to the $39, $29 price point. It wasn’t that long ago that Naturalizer was in the $49, $59 price point range. Is there any talk or discussion to maybe trade down there a little bit?

On LifeStride it’s actually $39 and $49 coming down really from $49 and $59 that we had taken that up to. With Naturalizer we got a pretty decent balance $69 and $79 price points and we think that in order to deliver the right kind of value proposition for that customer we think that’s where we need to be. We’re also being sensitive and looking deeper in terms of how we allocate assortments and price points by door with our department store partners. Understanding that A&B doors can handle certain type of assortments, certain price points and our C, D&E doors that you have to look at differently. We’re trying to take a much deeper dive in continuing to understand how the customer is responding at that kind of level as well to make sure we’ve got that sized right. Scott Krasik - C. L. King: How are you looking at boots as a percent of the mix for the back half of the year and how does that balance with your comp guidance assuming the higher price point of boots?

We’re following a trend, our boot business especially juniors has been very positive. Anticipate that it’s always a hard business to calculate because it’s driven also by weather. Planning our boot business up significantly especially as we go into back half of the third and fourth quarter. It is factored in to at least our numbers on margin and an increase in our sales. It can affect our business rather dramatically especially the November, December time frame but we are looking for that business to be extremely healthy. Scott Krasik - C. L. King: Your guidance for low single digit negative mean you’re taking pricing on product in general, you’re looking at boots as a bigger percentage of the mix are you assuming the traffic actually gets worse?

No, I’m not looking for the traffic to get worse but I’m not looking for my women’s casual business and junior casual get better. Boots I don’t think can offset totally that trend that we’re currently experiencing. I do not expect the traffic to get worse though. Scott Krasik - C. L. King: If you do get a bump in traffic then there could be offset.

Yes, I don’t think you need a bump in traffic. As I mentioned running down a little bit around 5% in traffic count so when you take a look at being less promotional in the fall then we have been in the first two quarters and take a look at AURs, traffic needs to remain where it is or just become negative 2% or 3% then your business starts to get a lot more healthy than what it currently is.

Back to your question, I think you had on the fourth quarter, in terms of comparison to last year I think excluding the non-recurring items we’re looking forward to being flattish to down 20% or so.

Please continue with any closing remarks you may have.

Thank you everyone. This was a difficult quarter. I believe or execution remains solid. Having said that I would tell you that I think our business could have been better and there are things we could have done better. I know that the teams have gone through even a painful process of reviewing everything that we’re doing in making sure that we sharpen our positioning and sharpen our execution. We believe that that will help us yield the best results in a very difficult environment and so I would expect as always that we can’t predict exactly what’s going to happen with the consumer but we can expect our sales to beat the competition. With that we look forward to next quarter.