SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HARRIS BEN T

(Last) (First) (Middle)
GENESCO INC.
1415 MURFREESBORO ROAD

(Street)
NASHVILLE TN 37217

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENESCO INC [ GCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/11/2005 A 4,700 A $11 92,466 D
Common Stock 03/11/2005 S 4,700 D $30.182 87,766 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) $11 03/11/2005 M 4,700 12/04/2000 12/04/2006 Common Stock 4,700 $11 51,200 D
Explanation of Responses:
Remarks:
Roger G. Sisson, Attorney-In-Fact 03/14/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 vPOWER OF ATTORNEY

The undersigned hereby constitutes and appoints
James S. Gulmi and Roger G. Sisson or either of them the undersigned's true
and lawful attorneys-in-fact to:

(1) Execute for and on behalf of the
undersigned, in the undersigned's capacity as a director or officer, as
defined in the rules under Section 16(a) of the Securities Exchange Act of
1934, of Genesco Inc., a Tennessee corporation (the "Company"), Forms 4 and
5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

(2) Do and perform any and all acts for and
on behalf of the undersigned which may be necessary or desirable to
complete and execute any such Form 4 or 5 and timely file such form with
the United States Securities and Exchange Commission and any stock exchange
or similar authority; and

(3) Take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such
attorneys-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorneys-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in such
attorneys-in-fact's discretion.

The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorneys-in-fact, or such attorneys-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the right and power herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 134.

This
Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this
24th day of April, 2002.

BEN T. HARRIS
/s/ Ben T. Harris
Title:
Chairman and a Director