UNITED STATES SHOE CORP
POS AM, 1995-06-01
WOMEN'S CLOTHING STORES
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                                                   Registration No. 33-21747
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                ---------------------

                           Post-Effective Amendment No.1
                                         To
                                      Form S-3
                               Registration Statement
                                        Under
                             The Securities Act of 1933

                                ---------------------
                          THE UNITED STATES SHOE CORPORATION
                (Exact name of registrant as specified in its charter)
                                         OHIO
            (State or other Jurisdiction of Incorporation or Organization)
                                      31-0474200
                         (I.R.S. Employer Identification No.)

                One Eastwood Drive                     James J. Crowe
             Cincinnati, Ohio  45227             Vice President, Secretary
                  (513) 527-7000                    and General Counsel
          (Address, including zip code,            The United States Shoe
              and telephone number,                     Corporation
             including area code, of                 One Eastwood Drive
             registrant's principal               Cincinnati, Ohio  45227
               executive offices)                      (513) 527-7000
                                               (Name, address, including zip
                                                code, and telephone number,
                                               including area code, of agent
                                                for service for registrant)

                                ---------------------
                   Please send copies of all communications to:

                             Jonathan Goldstein, Esq.
                                 Winston & Strawn
                                 175 Water Street
                             New York, New York  10038

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          The Registrant hereby amends this Registration Statement to
          deregister $25,000,000 aggregate principal amount of Senior Debt
          Securities which were previously registered hereby and which remain
          unsold under this Registration Statement and under the Registration
          Statement on Form S-3 (Registration No. 33-51272) previously filed
          by the Registrant.


<PAGE>

                   This Post-Effective Amendment No. 1 is being filed by the
          Registrant solely to remove from registration $25,000,000 aggregate
          principal amount of the Registrant's Senior Debt Securities
          registered under this Registration Statement and under the 
          Registration Statement on Form S-3 (Registration No. 33-51272) 
          previously filed by the Registrant which have not been sold.  The 
          $25,000,000 aggregate principal amount of Senior Debt Securities are 
          all the securities remaining unsold under this Registration Statement
          and under the Registration Statement on Form S-3 (Registration No. 
          33-51272















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<PAGE>


                                   SIGNATURES
                 Pursuant to the requirements of the Securities Act of 1933,
            The United States Shoe Corporation certifies that it has reasonable
            grounds to believe that it meets all the requirements for filing on
            Form S-3 and has duly caused this Post-Effective Amendment No. 1 to
            its Registration Statement to be signed on its behalf by the
            undersigned, thereunto duly authorized, in the city of Cincinnati,
            State of Ohio, on the 1st day of June, 1995.

                                          THE UNITED STATES SHOE CORPORATION



                                          By: /s/ James J. Crowe
                                             -------------------------------
                                             James J. Crowe, Vice President,
                                             Secretary and General Counsel












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