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GENESCO INC. - CORRESPONDENCE TO THE SEC

August 1, 2008

VIA EDGAR

Pamela Howell

Special Counsel

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Genesco Inc.

    Form 10-K for fiscal year ended February 2, 2008

    Filed April 2, 2008

    File No. 001-03083

Dear Ms. Howell:

On behalf of Genesco Inc. (the “Company”), set forth below is the Company’s response to your
comment letter dated July 18, 2008, regarding certain executive compensation disclosures in the
Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and
Exchange Commission on May 8, 2008. To facilitate your review, we have included in this letter the
captions and comment from your letter and have provided our response immediately following the
comment.

Schedule 14A, Filed May 8, 2008

Compensation, Discussion and Analysis, page 16:

    1.

    We note your response to our letter dated July 7, 2008, we, however, reissue the comment. In
future filings, clearly disclose those strategic objectives for each named executive officer.
In addition, to the extent that these strategic objectives are targets, please disclose the
specific quantitative performance targets used to determine incentive amounts in future
filings, or provide a supplemental analysis as to why it is appropriate to omit these targets
pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is
appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4
to Item 402(b). In discussing how likely it will be for the company to achieve the target
levels or other factors, provide as much detail as necessary without providing information
that poses reasonable risk of competitive harm.

Pamela Howell

August 1, 2008

Page 2

Response:

The Company confirms that it will disclose individual strategic objectives used to determine the
individual component of the Company’ Management Incentive Compensation Plan (“MICP”) in future
proxy statements if such measures are material to an understanding of the total compensation paid
to the applicable named executive officer for the fiscal year in question, unless disclosure of
such measures would result in competitive harm to the Company. For the reasons described below,
however, the Company does not believe that the compensation to be earned based upon any one of the
individual strategic objectives, or the individual strategic objectives of any named executive
officer in the aggregate, is material to an understanding of total compensation paid to its named
executive officers for Fiscal 2008. Accordingly, and in place of disclosure of individual
performance measures, the Company proposes to provide a discussion of the general nature of the
strategic objectives for each applicable named executive officer.

Background

In future filings, the Company intends to revise its disclosure regarding the MICP to clarify how
the award components relate and how the award calculations are made. Awards under the MICP have an
operating results component and a component related to the individual executive’s performance. For
presidents of the Company’s operating divisions, the operating results component is based
two-thirds on changes in Economic Value Added (EVA) for their respective business units and
one-third on EVA changes for the entire Company. For the other executive officers the operating
results component of their award is based 100% on Company EVA changes. The MICP also has an
individual component that incorporates strategic objectives for the individual executive that are
agreed upon during the first quarter of the fiscal year between the executive and the executive’s
supervisor. The executive’s achievement of these individual strategic objectives is generally not
considered unless some portion of the operating results component is earned, although the plan
authorizes the compensation committee to consider exceptions for extraordinary strategic successes
upon the recommendation of the chief executive officer. No exceptions of this nature were made for
Fiscal 2008, and no exceptions of this nature have been made for any named executive officer since
the current MICP structure was implemented more than a decade ago. Additionally, if some portion
of the operating results component is earned, then the executive’s performance with respect to
strategic objectives can be used only to reduce an award and never to enhance an award. The award
that would have otherwise been received is reduced by a percentage calculated as (100 — strategic
objectives score) * 0.25. An officer is credited with achieving the maximum score (100%) for
purposes of this calculation as long as the officer’s strategic objectives score is 95% or greater,
and therefore awards are reduced only if the officer does not achieve a score of 95%.

For example, in Fiscal 2008, Jonathan D. Caplan was the only named executive officer to have earned
some portion of the operating results component of his MICP award, and therefore he was the only
named executive officer for whom individual strategic objectives were considered in determining
award payout. Mr. Caplan received a strategic objectives score of 96%, and therefore his award was
not reduced. In the unlikely event that Mr. Caplan had not achieved any of his individual
strategic objectives, his award would have been reduced by 25%, or $81,604, to
$244,813 which would have decreased his total compensation to $972,747 from $1,054,351 (a reduction
of less than 8%).

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Pamela Howell

August 1, 2008

Page 3

Each named executive officer typically has numerous individual strategic objectives covering their
various areas of responsibility. The broad areas of responsibility for each named executive
officer are typically weighted to reflect their relative importance. For example, Mr. Caplan had
individual strategic objectives relating to Johnston & Murphy Brand & Wholesale (30%), Johnston &
Murphy Retail & Direct (40%), Licensed Brands & International (20%) and Organizational &
Corporation Goals (10%). Across these four areas, Mr. Caplan had a total of 20 goals. Like Mr.
Caplan, the other named executive officers had multiple areas of responsibility and numerous
strategic objectives for each area.

No Impact in Fiscal 2008 or Historically, No Potential Material Impact

In Fiscal 2008, none of the named executive officers’ awards were impacted by the individual
component of the MICP and only Mr. Caplan’s performance score for his individual strategic
objectives was even considered in making his award, since he was the only named executive officer
entitled to a payout under the MICP for the year based on operating results. In fact, since the
Company’s non-equity incentive compensation plan has been structured in this manner, no named
executive officer has had his award modified as a result of his performance of his individual
strategic objectives, and the individual component of the plan has had no impact on the awards that
have been made. As noted above, in the highly improbable event that Mr. Caplan had received no
credit at all for achievement of strategic objectives, his total compensation would not have been
materially reduced. With typically 20 or more goals each, the failure by any named executive
officer to achieve any individual objective would have had a negligible effect, if any, on his
compensation. Therefore, the individual strategic objectives are not material to an understanding
of the compensation paid to the named executive officers for the fiscal year in question and are
not necessary for an understanding of the Company’s compensation policies and decisions.

In Fiscal 2007, four of the named executive officers received non-equity incentive compensation
awards. The awards were between 17.5% and 32.4% of the named executive officers’ total
compensation. As set forth above, the maximum potential impact of an individual’s strategic
objectives on an award would have been a 25% reduction in an award. If this maximum reduction
would have been made to the four named executive officers’ awards, the reduction would have
decreased the four named executive officers’ total compensation by between 4.4% and 8.1%. This is
a small percentage of total compensation and, given that each of the Company’s named executive
officers typically has 20 or more individual objectives for each year, a single, individual
strategic objective will almost always have a potential maximum impact of less than one percent of
such officer’s total compensation in a given fiscal year. Therefore, even if MICP awards had been
paid in Fiscal 2008 at the historical Fiscal 2007 levels, the individual strategic objectives would
not have been material to an understanding of the total compensation paid to the named executive
officers for the fiscal year in question and are not necessary for an understanding of the
Company’s compensation policies and decisions. If, however, because of the weighting of one or
more individual goals or other factors, a single objective or group of related objectives were
potentially material to a named executive officer’s compensation, the Company would disclose it
unless its omission would be appropriate under Instruction 4 to Item 402(b).

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Pamela Howell

August 1, 2008

Page 4

Specific Goals are Individually Not Material and Would Not Assist Investors

As discussed above, the strategic objectives are not individually material to an understanding of
the Company’s MICP awards because none of them (of which there are 100 or more for the named
executive officers in a typical year) has the potential to affect more than a very small portion of
the non-equity incentive compensation of any named executive officer. Furthermore, many of these
strategic objectives relate to individual business unit initiatives or programs which investors
would have no or very limited ability to evaluate from the perspective of degree of difficulty in
achievement. These objectives tend to be on a level that is too detailed to be very meaningful to
those without expertise in that area or to individuals external to the Company. For that same
reason, details about specific goals would be of interest primarily to competitors in those lines
of business.

Conclusion

The Company respectfully agrees to disclose individual strategic objectives used to determine the
individual component of the MICP awards in future proxy statements if such measures are material to
an understanding of the total compensation paid to the applicable named executive officer for the
fiscal year in question, unless disclosure of such measures would result in competitive harm to the
Company. In instances where the Company believes these measures are immaterial, as is the case in
the Fiscal 2008 plan, the Company respectfully submits that it will omit such disclosure and
instead provide a discussion of the general nature of the strategic objectives for the applicable
named executive officers.

In connection with responding to your comment, we acknowledge that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to comments do not foreclose the
Commission from taking any action with respect to the filing; and

    •

    The Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the Company’s response to your comment letter, please do not
hesitate to contact me at (615) 367-8444.

    Sincerely,

/s/ Roger G. Sisson

    Roger G. Sisson

    Senior Vice President, Secretary

and General Counsel

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