SecProbe.io

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Mail Stop 3561
							September 14, 2005
Lawrence L. Spanley, Jr.
Executive VP & CFO
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, MO 63103

Re:	Bakers Footwear Group, Inc.
      Form 10-K for the Fiscal Year Ended January 1, 2005
      Forms 10-Q for Fiscal Quarters Ended
      July 30, 2005 and April 30, 2005
      File No. 0-50563

Dear Mr. Spanley, Jr:

            We have reviewed your filings and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

              Please understand that the purpose of our review
process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in
your
filings.  We look forward to working with you in these respects.
We
welcome any questions you may have about our comments or on any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Form 10-K for the period ended January 1, 2005
Critical Accounting Policies, page 32

1. With respect to your policy regarding merchandise inventories,
we
note that you may adjust inventory costs as a result of permanent
markdowns.  In future filings, to the extent that these markdowns
are
material, please quantify the markdown costs included in your
results
of operations for each period in your discussion. Further you
should
explain and discuss any trends or significant variances from
period
to period.

Fiscal Year Ended January 1, 2005 Compared to Fiscal Year Ended
January 3, 2004, page 34
2. In future filings, when you discuss significant changes in
financial statement line items, to the extent that there are
multiple
contributors to the change in one line item you should quantify
the
contribution from each line item.  For example, you note that
general
and administrative expenses went up by $2 million from fiscal 2003
to
2004.  You identify two contributors to the change.  Please
quantify
the change from each identified contributor.

* * *

       As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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 staff
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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact me at (202) 551-3841 if you have questions
regarding the comments.

      Sincerely,

	Michael Moran
      Branch Chief

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Lawrence Spanley, Jr
Bakers Footwear Group, Inc.
September 14, 2005
Page 1

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