UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


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

                        Date of Report: February 26, 2004


                               STEVEN MADDEN, LTD.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                     0-23702                  13-3588231
- ----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)                                         Identification Number)


52-16 Barnett Avenue, Long Island City, New York                        11104
- ------------------------------------------------                      ----------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:               (718) 446-1800
                                                                  --------------


Item 7(c).        Exhibits.
                  --------

                  99.1     Press Release of Steven Madden, Ltd. dated February
                           26, 2004, reporting financial results for the fourth
                           quarter of 2003 and for the year ended December 31,
                           2003.

                  99.2     Transcript of February 26, 2004, Steven Madden, Ltd.
                           conference call.

Item 12.          Results of Operations and Financial Condition.
                  ---------------------------------------------

On February 26, 2004, Steven Madden, Ltd. issued a press release and held a
conference call announcing its financial results for the fourth quarter of 2003
and for the year ended December 31, 2003. A copy of the press release is
furnished as Exhibit 99.1 to this report and is incorporated herein by
reference. A copy of the transcript of the conference call is furnished as
Exhibit 99.2 to this report and also is incorporated herein by reference.

The information in this report, including exhibits attached hereto, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this report shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as otherwise expressly stated in
such filing.


                                       -2-


                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                       STEVEN MADDEN, LTD.



                                       By: /s/ ARVIND DHARIA
                                           -------------------------------------
                                           Name:  Arvind Dharia
                                           Title: Chief Financial Officer



Date:    March 3, 2004


                                       -3-

                           Company Contact:   Richard Olicker
                                              President, Chief Operating Officer
                                              Arvind Dharia
                                              Chief Financial Officer
                                              Steven Madden, Ltd.
                                              (718) 446-1800

                  Investor Relations/Press:   Cara O'Brien/Lila Sharifian
                                              Financial Dynamics
                                              (212) 850-5600


FOR IMMEDIATE RELEASE
- ---------------------

     STEVEN MADDEN, LTD. ANNOUNCES FOURTH QUARTER AND 2003 YEAR END RESULTS

LONG ISLAND CITY, N.Y. - February 26, 2004 - Steven Madden, Ltd. (NASDAQ: SHOO),
a leading designer, wholesaler and marketer of fashion footwear for women, men
and children, today announced financial results for the fourth quarter and year
ended December 31, 2003.

In line with previously announced expectations, annual net sales were $324.2
million compared with $326.1 million in 2002. Net income increased 3.1% to $20.5
million, or $1.45 per diluted share, on 14,139,000 diluted weighted average
shares outstanding. In fiscal 2002, net income was $19.8 million, or $1.45 per
diluted share, on 13,710,000 diluted weighted average shares outstanding.

Jamieson Karson, Chief Executive Officer, commented, "Although 2003 was a
challenging year given the competitive retail environment and shifting industry
trends, we are pleased with our overall performance, particularly as it follows
a record breaking 2002. Importantly, we made significant progress in our efforts
to position Steven Madden, Ltd. as a global lifestyle branded company.
Specifically, during the year we diversified and expanded the business by adding
the Candie's and UNIONBAY brands and took steps to broaden our international
reach by extending distribution to Europe. Moreover, we accomplished all this
while protecting the core elements of our business - significant brand equity, a
flexible business model, and a healthy balance sheet."

Fourth quarter net sales were $71.1 million compared with $78.4 million in the
comparable period of 2002. Net income was $2.6 million, or $0.18 per diluted
share, versus $4.2 million, or $0.31 per diluted share, in the fourth quarter
last year.

"Throughout 2003 we carefully controlled costs even while investing in
infrastructure to support the growth in our operations, and this enabled us to
maintain stable SG&A and gross margins for the full year," added Arvind Dharia,
Chief Financial Officer. "Additionally, our financial position remains strong
with $85.7 million in cash, cash equivalents, and investment securities, no
debt, and total stockholders' equity of $159.2 million."

Retail revenues for the fourth quarter increased slightly to $28.9 million from
$28.5 million in the year ago period and same-store sales decreased 3.3%. For
the full year, retail revenues increased 4.0% to $95.5 million from $91.9
million in 2002 and same-store sales declined 3.9%. During 2003 six new
locations were opened, bringing the total number of company-owned retail stores,
including the Internet store, to 83 as of December 31, 2003.

During the fourth quarter, revenues from the wholesale business, comprised of
the Company's seven brands, Steve Madden Womens, Steve Madden Mens, Stevies,
l.e.i., Steven, Candie's, and UNIONBAY, were $42.2 million versus $49.9 million
in the fourth quarter of 2002. For the full year, wholesale revenues were $228.7


million versus $234.3 million last year. As previously announced, the lower than
anticipated sales in the wholesale division resulted from a highly promotional
environment and increasing price competition as well as a sluggish fall selling
season. In response, the Company acted aggressively to liquidate slower moving
inventory and support the initiatives of its wholesale customers to clear
products through the retail channel.

Commenting on the Company's fourth quarter and full year results, Richard
Olicker, President and Chief Operating Officer, stated, "The end of the year
proved to be challenging, particularly at the wholesale level. Not only did
competition in the market intensify but trends in the footwear industry shifted.
Specifically, our core customer changed the focus of her fashion direction from
a traditional casual base into broader categories including dress, tailored and
more at-once trend items. That said, we are proud of the fact that given our
nimble operating model and our commitment to interpreting trends, we were able
to evolve as well - and this enabled us to post stable sales.

"There were also key pockets of strength in the business throughout 2003. For
example, our retail division continued to contribute in multiple ways: as a
highly profitable operating segment, a strong brand building medium, and a very
useful testing venue for new and innovative products. Additionally, we benefited
from increasing success on the licensing front, recording a 19.6% increase in
our other income line, and this bodes well for our plan to enhance efforts to
leverage the Steve Madden brand name going forward."

Outlook for 2004
- ----------------
Following the close of 2003, and taking into account lessons from the fourth
quarter, the Company carefully reevaluated internal projections. With respect to
the full 2004 year, the Company is cautious about its prospects as it continues
to integrate new divisions and transitions into new categories in the fashion
footwear landscape. As part of this evolution, there are a number of factors
that will have an important impact on the current outlook, including greater
pricing pressure and a demanding markdown environment at wholesale, increased
advertising to support our brands, and additional personnel to support existing
and new divisions. Taking all of this into account, the Company anticipates that
2004 net sales will increase in the low-single digits over 2003 and diluted
earnings per share will be in the range of $1.35 to $1.40.

Mr. Karson concluded, "Fiscal 2004 will be the continuation of a positive and
exciting transition for Steven Madden, Ltd. and there are important steps we
need to take to build the business responsibly and profitably. While we are
therefore admittedly somewhat cautious in our near-term outlook, we remain
firmly focused on our task to expand the business through diversifying both our
product offering and distribution channels. Above all else, we are determined to
deliver enhanced shareholder value over the long-term."

Interested shareholders are invited to listen to the fourth quarter and full
year earnings conference call scheduled for today, Thursday, February 26, 2004,
at 10:00 a.m. Eastern Time. The call will be broadcast live over the Internet
and can be accessed by logging on to
http://www.firstcallevents.com/service/ajwz400689366gf12.html. An online archive
will be available shortly after the call and will be accessible until March 11,
2004. Additionally, a replay of the call can be accessed by dialing (888)
274-8337 and will be available through March 1, 2004.

Steven Madden, Ltd. designs and markets fashion-forward footwear for women, men
and children. The shoes are sold through Steve Madden Retail Stores, Department
Stores, Apparel and Footwear Specialty Stores, and on-line at
www.stevemadden.com. The Company has several licenses for the Steve Madden &
Stevies brands -- including eyewear, hosiery, and belts -- owns and operates one
retail store under its Steven brand and is the licensee for l.e.i. Footwear,
Candie's Footwear, and UNIONBAY Men's Footwear.

Statements in this press release that are not statements of historical or
current fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause the actual results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties readers are urged to consider
statements labeled with the terms "believes", "belief", "expects", "intends",
"anticipates" or "plans" to be uncertain and forward-looking. The forward
looking statements contained herein are also subject generally to other risks
and uncertainties that are described from time to time in the Company's reports
and registration statements filed with the Securities and Exchange Commission.

                                 (Tables Follow)


CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)


Three Months Fiscal Year Ended Ended December 31, December 31, ------------------------ ------------------------ 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Net Sales $ 71,099 $ 78,396 $ 324,204 $ 326,136 Cost of Sales 43,949 47,493 198,185 199,453 ---------- ---------- ---------- ---------- Gross Profit 27,150 30,903 126,019 126,683 Commission and Licensing Fee Income 1,854 1,966 7,894 6,603 Operating Expenses (24,963) (25,968) (100,287) (100,074) ---------- ---------- ---------- ---------- Income from Operations 4,041 6,901 33,626 33,212 Interest and Other Income - Net 475 446 1,693 1,216 ---------- ---------- ---------- ---------- Income Before Provision for Income Taxes 4,516 7,347 35,319 34,428 Provision for Income Taxes 1,964 3,129 14,865 14,587 ---------- ---------- ---------- ---------- Net Income $ 2,552 $ 4,218 $ 20,454 $ 19,841 ========== ========== ========== ========== Basic Income Per Share $ 0.19 $ 0.33 $ 1.58 $ 1.58 ========== ========== ========== ========== Diluted Income Per Share $ 0.18 $ 0.31 $ 1.45 $ 1.45 ========== ========== ========== ========== Weighted Average Common Shares Outstanding: Basic 13,148 12,747 12,985 12,595 ========== ========== ========== ========== Diluted 14,370 13,810 14,139 13,710 ========== ========== ========== ==========
~ more ~ CONSOLIDATED BALANCE SHEET HIGHLIGHTS (in thousands) December 31, December 31, ------------ ------------ 2003 2002 ---- ---- Consolidated Consolidated ------------ ------------ Cash and Cash Equivalents $ 53,073 $ 56,713 Marketable Securities 32,659 22,510 Total Current Assets 121,995 105,354 Total Assets 177,870 150,500 Total Current Liabilities 16,855 18,893 Total Stockholders' Equity 159,187 130,075 ###
                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 1


                              STEVEN Madden Limited
                              4th Quarter Earnings

                             Moderator: Cara O'Brien
                                February 26, 2004
                                   9:00 am CT



Operator:             Good morning, ladies and gentlemen, and welcome to the
                      Steven Madden Limited Conference Call sponsored by
                      Financial Dynamics.

                      At this time, all participants are on a listen-only mode.
                      Later we will conduct a question and answer session and
                      instructions will follow at that time.

                      Any reproduction of this call in whole or part is not
                      permitted without prior expressed written authorization of
                      the company. And as a reminder ladies and gentlemen, this
                      conference is being recorded.

                      I would like to introduce you to your host for today's
                      conference, Ms. Cara O'Brien of Financial Dynamics. Go
                      ahead.

Cara O'Brien:         Thank you, operator.

                      Good morning everyone and thank you for joining us today
                      for this discussion of Steven Madden Limited Fourth
                      Quarter and Yearend Results.

                      By now you should have received a copy of the press
                      release. But if you have not, please call my office at
                      212-850-5600 and we'll fax one to you immediately.

                      Before we begin, I would like to remind you that
                      statements in this conference call that are not statements
                      of historical or current fact constitute "forward-


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 2


                      looking statements" within the meaning of the Private
                      Securities Litigation Reform Act of 1995.

                      Such forward-looking statements involve known and unknown
                      risks, uncertainties and other unknown factors that could
                      cause the actual results of the Company to be materially
                      different with the historical results or from any future
                      results expressed or implied by such forward-looking
                      statements.

                      The statements contained herein are also subject generally
                      to other risks and uncertainties that are described from
                      time to time in the Company's reports and registration
                      statements filed with the SEC.

                      Also, please refer to the earnings release for more
                      information on risk factors that could cause actual
                      results to differ.

                      Finally, please note that any forward-looking statements
                      used in this call should not be relied upon as current
                      after today's date.

                      I'd now like to turn the call over to Jamie Karson, Chief
                      Executive Officer of Steven Madden Limited. Jamie, go
                      ahead please.

Jamieson Karson:      Thanks, Cara.

                      Good morning and thank you for joining us to review Steven
                      Madden Limited's results for the fourth quarter and the
                      year ended December 31, 2003. With me to discuss the
                      business are Richard Olicker, our President and Chief
                      Operating Officer, and Arvind Dharia, our Chief Financial
                      Officer.

                      We are pleased with our overall performance during 2003,
                      particularly as it comes on top of a record breaking 2002.
                      Despite one of the most challenging


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 3


                      years in our history, we posted sales that were
                      essentially flat with the prior year.

                      To be more specific on this point, our solid performance
                      was achieved during the period in which our business
                      evolved significantly from its traditional casual base
                      into broader categories including dress and tailored.

                      Additionally, we have responded aggressively to the
                      customer's demand for (at-once-wear-now) trend product. In
                      conjunction with this shift in product focus, we
                      experienced retail promotional pressure, which is
                      indicated in our press release in January, resulted in
                      high levels of markdown and allowance activity at
                      wholesale particularly during the fourth quarter.

                      Importantly, this shift in direction was taken as a result
                      of listening to our customers and our reactive operating
                      model enabled us to quickly move in to fresher categories
                      that were in demand and continue to evolve today.

                      Before I turn the call over to Richard, I'd also like to
                      mention that we remain in excellent financial health. We
                      ended the year with a solid balance sheet with
                      approximately $86 million in cash, cash equivalents, and
                      marketable securities, no long or short-term debt, and
                      total stockholders equity of 159 million. We believe that
                      this proves the health and viability of our business as we
                      have an enormously strong foundation on which to build.

                      Now I'd like to turn the call over to Richard to review
                      the 2003 operating results in more detail.

Richard Olicker:      Thanks, Jamie.


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 4


                      Let's review in detail what happened in 2003 for both the
                      fourth quarter and the year.

                      In line with our recently updated expectation, net sales
                      for the fourth quarter ended December 31, 2003, were 71.1
                      million, compared with 78.4 million in the fourth quarter
                      of 2002. Net income was 2.6 million versus 4.2 million in
                      the fourth quarter of 2002.

                      Diluted earnings per share which came in at the high end
                      of our projected range was 18 cents, compared with 31
                      cents per share in the fourth quarter of 2002. Gross
                      margins for the quarter was 38.2% versus 39.4% last year,
                      primarily reflecting the liquidation of slower moving
                      inventory and the support of our wholesale customers'
                      initiatives to clear products at retail.

                      During the quarter we continued to make progress in
                      managing our cost structure and even while integrating two
                      new wholesale divisions, we were able to reduce our total
                      operating expenses, resulting in a 3.9% decrease from the
                      comparable quarter in 2002.

                      Now let's review what happened in each division during the
                      quarter. Revenue for the wholesale division, which is
                      comprised of seven brands -- Steve Madden Women, Steve
                      Madden Men, lei, Steven, Stevies, Candies and Union Bay --
                      was 42.2 million versus 49.9 million in the fourth quarter
                      of 2002.

                      Taking you through our wholesale brands individually,
                      fourth quarter sales of Steve Madden Women was 17.8
                      million versus 21 million in the fourth quarter of 2002.
                      The decline was a result of slowing in an anticipated
                      selling at retail, which resulted in sluggish reorder
                      demand from the middle through the end of the quarter.
                      This led to heavy and persistent promotional activity and
                      markdown level to assist in the clearance of product at
                      retail.


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 5


                      However, based on success at our own retail stores and our
                      ability to quickly source and offer (Solpher) line boot
                      products at the December SHOO show in New York City, we
                      were able to exploit the shortness of supply in this
                      important category for at-once and early first quarter
                      delivery.

                      Also, positive momentum in pointed-toe boots and dress
                      shoes continued to build towards the end of the quarter,
                      and we quickly moved to maximize those opportunity. L.E.I.
                      footwear sales were 11.3 million versus 13.8 million in
                      the fourth quarter of 2002, lower than planned due to the
                      sluggish performance at retail of junior chunky look and
                      the resulting lack of reorder demand.

                      Dress shoes and flat casuals helped to support the
                      divisions business with both round and point-your-toe
                      characters beginning to gain acceptance. Sales of Stevies,
                      our children's brand, were 1.5 million versus 2.7 million
                      in the comparable period. The decrease is largely due to
                      disappointing performance in boot and slipper
                      classification.

                      For the new Steven line, sales increased 46% to 3.8
                      million from 2.6 million in the fourth quarter of 2002,
                      maintaining the momentum that began in the third quarter.
                      It's noteworthy and encouraging that this gain was
                      achieved without significant door expansion over the third
                      quarter demonstrating strong demand at existing A-level
                      locations.

                      The (successful) classifications included boots and
                      booties as well as feminine pump, both in the variation of
                      heel-high and toe-shape.

                      Sales at Madden Men were 6.8 million compared to 9.7
                      million in the fourth quarter of 2002. This result
                      basically reflects the fact that current trend is


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 6


                      toward dressier looks even for men. And we are
                      (anniversarating) against large volume in the casual
                      category last year.

                      We are in the midst of refining and broadening the product
                      mix to address that current dressy trend, without
                      abandoning the core casual and sporty business that
                      brought us such extraordinary success in 2002.

                      With respect to UNIONBAY, since reorder business did not
                      immediately materialize against the initial third quarter
                      (ten), shipments were modest in the fourth quarter. Based
                      on our belief that this young men's division required an
                      infusion of new talent, during the fourth quarter we hired
                      new management to strengthen and diversify the line. The
                      refocused product was introduced this month at the WSA
                      SHOO show for fall shipping.

                      Rounding out our wholesale revenues, Candies began
                      shipping for the first time in the fourth quarter and
                      posted approximately 900,000 in net sales. Of note, the
                      Kelly Clarkson booth delivered late end-season enjoyed
                      great retail success.

                      Additionally, we're pleased with the account distribution
                      base that the team had built for Spring '04.

                      Moving to our retail division, retail revenues in the
                      fourth quarter were 28.9 million versus 28.5 million. We
                      ended the quarter and the year with 83 stores including
                      the Internet store. There were 77 locations in the (comp
                      base) versus 72 on December 31, 2002. And same store sale
                      during the quarter decreased 3.3%.

                      We are nevertheless pleased with this performance, given
                      that we were comping against last year's strong sales in
                      the women's casual categories and


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 7


                      in men. Moreover, we were simultaneously taking aggressive
                      steps to evolve the business to meet new trends,
                      particularly in dress and seasonal boot items and to
                      achieve stable sales in light of this transition is
                      something we are quite pleased with.

                      Finally, store productivity remained high with sales per
                      square foot of $644.

                      During the quarter, the other income line was 1.9 million
                      versus 2 million in 2002. This includes the commission
                      income form our private label division, Adesso-Madden, and
                      earned royalties from our licenses. Private label income
                      was 1.1 million versus 1.4 million. While there was some
                      commission erosion versus last year, part of this is
                      related strictly to timing with Spring 2004 deliveries
                      shifting from our fourth to our first quarter.

                      Licensing income increased 45% to 802,000 from 555,000
                      last year. At the end of the year, we had six licenses,
                      covering a variety of categories including belts, hosiery
                      and socks, optics and sunglasses.

                      Now I'd like to touch on our full year results, which, in
                      total, we are quite proud of. Revenues for the year were
                      essentially flat at 324.2 million versus 326.1 million in
                      2002. It is important to note that 2002 was a year during
                      which we increased net sales by 34%. Wholesale revenues
                      were 228.7 million versus 234.3 million in 2002.

                      Steve Madden Women's was basically flat last year at 109.3
                      million in revenue. The lei brand increased 8.9% to 60.6
                      million. Steven increased 11.8% to 12.5 million. Stevies,
                      the children's brand, decreased to 10.1 million. Men's
                      decreased to 34.9 million. UNIONBAY totaled 320,000 and
                      Candies totaled 938,000.


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 8


                      Our retail division revenue increased 4% to 95.5 million
                      versus 91.9 million in 2002. We added six stores and
                      closed three for the twelve-month period and ended the
                      year with 83 locations including the Internet store versus
                      80 in 2002. Same store sales decreased 3.9% for the year.

                      Annual gross margin was 38.9% versus 38.8% last year,
                      nearly flat year-over-year even while incorporating the
                      fourth quarter challenges which I've discussed earlier.

                      The other income line increased 20% to 7.9 million;
                      licensing income increased 55% to 2.8 million and
                      Adesso-Madden increased 6% to 5.1 million.

                      During 2003 we were able to effectively leverage our
                      infrastructure and manage costs while continuing to
                      support expansion of the business through the addition of
                      new brands. This is reflected by our ability to hold the
                      line on annual expenses, which were nearly flat
                      year-over-year on both the total dollar basis and as a
                      percent of sale.

                      Net income for the year was 20.5 million versus 19.8
                      million. And diluted earnings per share was $1.45 per
                      share on 14.139 million diluted weighted average shares
                      outstanding, compared with $1.45 per diluted share on
                      13.710 million diluted weighted average shares outstanding
                      in 2002.

                      From a marketing perspective, we are of course thrilled
                      with the recent announcement that we are sponsoring music
                      and fashion superstar, Beyonce, in the Verizon Ladies
                      First Tour, which also features Alicia Keys and Missy
                      Elliot.


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                          Page 9


                      Beyonce, a ten-time Grammy winner, is also arguably the
                      single hottest teen icon in the world today. As you can
                      imagine we view this as a tremendous opportunity to be
                      highly visible at venues that are laser-targeted to our
                      consumer base.

                      During the holiday season, we expanded our sponsorship of
                      the Jingle Ball Concert Series to include Dallas, Miami,
                      and New York in conjunction with the top pop radio
                      stations in each of these markets.

                      Our enter-to-win-tickets store events were enormous
                      customer draws and they were made even more effective when
                      tied into special meet-and-greet opportunities such as the
                      chance we gave customers to meet Nick Lachey and Jessica
                      Simpson in Dallas.

                      This was also a particularly strong period for spotting
                      the celebrity A-list, buying and wearing Steve Madden
                      shoes. Kid Rock wore a Steve Madden in a recent video,
                      Christina Aguilera has specially made shoes to wear to the
                      VMA, Alicia Keys wore our shoes while performing for our
                      troops in San Antonio and Beyonce Knowles wore
                      specially-made Steve Madden shoes while performing the
                      National Anthem at the Super Bowl.

                      This highlights in addition to our numerous and continuous
                      retail store promotion events and our distinctive print
                      and outdoor campaign speak to the strength and focus of
                      our public relations and marketing team. Based on the
                      enormous brand recognition they have generated, we intend
                      to support this initiative even more aggressively in 2004.

                      Turning now to our debt-free balance sheet. At yearend,
                      our cash equivalent and marketable securities were 85.7
                      million. Inventories were 23.9 million, 4.4 million higher
                      than last year due to the addition of new division, hot
                      at-


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                         Page 10


                      once items that were in transit in December and early
                      spring arrival particularly for our retail division.

                      Our inventory turned 9.2 times during the year. We believe
                      that wholesale and retail inventories are lean and current
                      and we continue to cautiously manage our planning,
                      sourcing, and shipping processes as we move into the new
                      year.

                      Factored and accounts receivable was 33 million, working
                      capital with 105.1 million, total stockholder equity was
                      159.2 million, (post) value was $12.05 per share based on
                      the number of shares outstanding as of 12/31/03, up from
                      $10.19 per share last year. At December 31, 03, cash per
                      share was $6.49. Total diluted weighted average shares
                      outstanding totaled 14.1 million during the year.

                      Thank you and now I'd like to turn the call back over to
                      Jamie.

Jamieson Karson:      Thanks, Richard.

                      To summarize, 2003 was a year during which we took variety
                      of important steps to evolve and diversify the business.
                      During the year, we layered in two new divisions --
                      UNIONBAY and Candies -- to broaden our product offering
                      and support overall expansion of the company for the long
                      term.

                      Plus, we took steps to widen our reach and broaden the
                      distribution of our brand even on a global basis. One
                      important example of this is our entry into additional
                      international markets with the launch of Steve Madden
                      footwear in certain countries in Europe through a
                      distribution agreement with group (Roue).


                                                           STEVEN MADDEN LIMITED
                                                            4th Quarter Earnings
                                                         Moderator: Cara O'Brien
                                                             02-26-04/9:00 am CT
                                                                         Page 11


                      However, 2003 was challenging. Not only did competition in
                      the market intensify but in addition, trends in the
                      footwear industry shifted making 2003 a transition year of
                      sorts for Steven Madden, Limited as a whole.

                      In particular during the year, our core customer changed
                      the focus of our fashion direction from a traditional
                      casual base into broader categories including dress.

                      Additionally, as previously stated, we aggressively
                      responded to the customers' strong demand for
                      at-once-wear-now fashion items. That said, we are proud of
                      the fact that given our nimble operating model and our
                      commitment to identifying, interpreting demands and
                      trends, we were able to change with her and this enabled
                      us to us post solid sales overall.

                      Simply stated, at the same time as sustaining the lead
                      position in our core casual space and without divorcing
                      ourselves from the traditional Steve Madden looks, we
                      evolved the Steve Madden brand in response to the demands
                      of our customers.

                      By introducing updated, more feminine styles, among other
                      things, we initiated the diversification of our core
                      business to meet the shifting trends, enhancing our
                      uniqueness and visibility in the market place.

                      Our willingness and ability to execute this transition
                      with edgy and cool product across broad categories is what
                      we believe differentiates our company and will lead to our
                      continued success over the long term. However, as our
                      experience in the fourth quarter illustrates, this
                      transition did not and will not come without a degree of
                      sacrifice or growing pains.


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                      Following the close of our 2003 and taking into account
                      lessons from the fourth quarter, we carefully reevaluated
                      our internal projections for the current fiscal year. As
                      we look ahead to 2004, we are cautious about our prospects
                      during this ongoing transition time, particularly as we
                      integrate new divisions and continued to shift into
                      non-traditional or new categories in the fashion footwear
                      landscape.

                      There are three factors that have an important impact on
                      our current overall outlook for this year - this 2004
                      year. First, as the fourth quarter showed us while we in
                      large part successfully testing and reacting to new
                      trends, the entry into new categories is putting
                      additional competitive pressure on us to a greater extent
                      than that which exist in our core casual space.

                      Not only will we face greater pricing pressure by
                      competing more directly with certain other players, but we
                      anticipate the environment and will also remain demanding
                      from a markdown perspective on the wholesale side as we
                      cycle into categories and styles.

                      Second, with the rollout of our new divisions which
                      provide us with diversification, coupled with our
                      expanding categories within our core Steve Madden brands,
                      we expect to incur additional operating expenses such as
                      increased occupancy expenses.

                      And in addition, we have dedicated additional resources to
                      advertising and marketing while we will stay true to our
                      grassroots approach in support of these initiatives.

                      Advertising expenses which currently (wind up) below
                      industry levels as a percentage of sale may increase in
                      '04, while staying to a disciplined level of approximately
                      3% or slightly higher.


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                      Concurrently, in-store hard concept shops have shown
                      themselves to be effective brand builders and product
                      investments of top wholesale doors. And we intend to
                      selectively invest in more of these throughout the year.

                      Third, as we have stated many times in the past, we have
                      what we view is the best product people in the industry --
                      something we're very proud of. To maintain this level of
                      success, we would be investing in additional personnel in
                      our existing and our new divisions.

                      Taking all of this into account, we currently anticipate
                      that 2004 net sales will increase in low digit - in the
                      low single digits over 2003 and diluted earnings per share
                      will be in the range of $1.35 to $1.40.

                      While 2004 will be the continuation of a positive and
                      exciting transition for Steven Madden Limited, during the
                      year we will be continuing to find and execute proactive
                      ways to further build the business. Specifically, we will
                      be focused on a few key areas.

                      First, on the licensing front, we intend to intensify our
                      efforts in the search for appropriate brand building
                      opportunities. While protecting the integrity of the brand
                      as paramount, we are focused on finding ways to leverage
                      the significant Steve Madden brand equity we have built
                      and maximize the other income line.

                      Secondly, we will have a renewed focus on expanding the
                      retail division of our business. We view the separate as
                      critical as retail is the highly profitable portion of our
                      business, is a great brand builder, and we have a greater
                      degree of control over our destiny in retail compared to
                      wholesale.


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                      And in addition we can react and respond to customer
                      demand much more quickly in this channel and this benefits
                      our results a great deal.

                      We currently plan to open between eight to twelve stores
                      during 2004. As we've said before, this will be based on
                      an expansion model, driven by finding A-level locations
                      and maintaining the industry leading productivity.

                      Thirdly, we will explore opportunities to further
                      diversify our offerings and expand the business, which
                      could potentially include strategic acquisitions. We are
                      extremely conservative at our approach of this process and
                      will only evaluate and/or act on opportunities that would
                      compliment our existing businesses and be immediately
                      accretive to the bottom line.

                      So, in conclusion, while we are admittedly somewhat
                      cautious as we move forward, we are energized and we
                      remain firmly focused in our task to build the company
                      responsively and profitably in an effort to enhance
                      shareholder value for the long term.

                      I hope that this call has been informative; we appreciate
                      your time and your interest. And now we'll turn the call
                      back to the operator to take your business questions.

Operator:             Thank you.

                      Ladies and gentlemen, at this time if you have a question,
                      you will need to press the star and 1 on your phone. Your
                      questions will be taken in the order that they are
                      received. If you question has already been answered, you
                      may remove yourself from the queue by pressing the pound
                      key. Also, if you're using a speakerphone, please pick up
                      the handset before pressing the buttons.


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                      One moment please while we queue for the first question.

                      We'll take our first question from (Michael Ryan) with
                      Sedoti.

(Michael Ryan):       Hi, good morning.

Jamieson Karson:      Hi, (Michael).

Richard Olicker:      Good morning.

(Michael Ryan):       I was just wondering if I could get, you know, maybe some
                      more color on what your assumptions are based on your
                      earnings stand for '04 for your gross margin and your
                      SG&A.

Richard Olicker:      Okay. (Michael), from a gross margin standpoint, we're
                      really not - we're not moving dramatically on the gross
                      margin line. We're moving a little bit down from our
                      stated projected goal of 40% down to where a more
                      normalized level that was achieved in 2003.

(Michael Ryan):       Okay. So...

Richard Olicker:      That's the gross margin. And what was your second
                      question?

(Michael Ryan):       Just as far as SG&A, can you even - like on a dollar
                      amount, are you expecting increase over about 100 million
                      this year? I mean if you see a second increase from that
                      next year.

Richard Olicker:      We see it; we see it getting to about a 100 million next
                      year.


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(Michael Ryan):       Okay. And then in regards to your inventory at the
                      year-end, was there any still - clearance items still on
                      that inventory number from the end of the year that would,
                      you know, pressure the gross margin in the first quarter?

Richard Olicker:      We felt that it was cleaned up dramatically particularly
                      at wholesale and it was current and to the extent it was
                      owned at retail, it was appropriate and current for and
                      some - there was some early spring in the retail number
                      but nothing that we were feeling was inappropriate.

(Michael Ryan):       Okay. And that's just - well last year first quarter of
                      your anniversary you had your boot sale. I know you've
                      been successful with it. Is that something that can make
                      up for the (high jo) was there, that in combination of
                      anything? Can you give any quote unto that situation?

Richard Olicker:      Yes and even more so, in a certain way, and that is a
                      little bit more - a little broader. Similar in some
                      respects in terms of the very item and seasonal...

(Michael Ryan):       Uh-huh.

Richard Olicker:      ...but I think addressing a larger audience, we've done it
                      a broader varieties of options and its coming on top of
                      success in entire direct categories so there are two
                      pistons firing, as well as an elongated pointy toe boot
                      season were we got particularly in the northern part of
                      the country, some good momentum and long momentum in a
                      pointy toe, heel-boot category for a long winter season.

                      So the answer is yes, but with a little bit more than what
                      we consider (high jo) to be last year.

(Michael Ryan):       Okay, great.


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                      I just - finally, did - you mentioned, you know, you're
                      targeting some acquisition, is there any category that
                      your focusing on there?

Richard Olicker:      Well, we are focused on acquisitions, which would be
                      accretive and complement our core business and our brands.
                      So we would take a broad based approach to that.

(Michael Ryan):       Okay. Okay, great. Thanks guys.

Richard Olicker:      Okay, thanks (Michael).

Operator:             We'll take our next question form the site of Scott Krasik
                      with CL King.

Scott Krasik:         Yeah, hi guys. Can you give us an idea what kind of impact
                      the Sherpa product have on sales on the fourth quarter?

Richard Olicker:      In our classification, we'll call faux fur instead of
                      Sherpa, but it had started to have a good impact in retail
                      and had a lesser impact at wholesale. What we were doing
                      is attacking the category, aggressively by getting
                      ourselves placed from the sourcing standpoint in late
                      November selling it in at the December shoe show and
                      delivering most of it really in the first quarter in
                      January and as much as we could get our hands on frankly
                      in late December.

                      But that was the timing opportunity. And I don't want to
                      comment specifically as they relate to numbers but we were
                      on it and enjoying it at retail and we were on it and
                      trying to get as much as we could in ship for both very
                      late fourth quarter and early first.

Scott Krasik:         Okay, and then can you give us an idea of, you know,
                      within the percentages of you business, how much, you
                      know, you expect to do on dress this year? I


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                      mean is it going to be, you know, most of the new products
                      going out, I mean you're not going to - especially in the
                      younger side - you're not going to completely abandon the
                      chunky clunky?

Richard Olicker:      No, no. The idea is to expand by categories with
                      abandoning anything that historically have been our
                      strength. However, we are (needing) to aggressively go
                      after the categories that are trending with the young
                      customer today that and today, that category includes
                      dress.

                      So, without commenting on as a percentage I'm going to go
                      where my customers are telling me to go.

Scott Krasik:         Uh-huh. And then I guess just lastly, maybe if you could
                      compare, you know, in the past and then also going
                      forward, are there differences, you know, what you're
                      targeting for you wholesale customers versus what you're
                      going to sell in your own retail stores?

Richard Olicker:      Well, there are always differences because retail includes
                      a much broader array of assortment and included in that
                      assortment are an array of test products. So the answer
                      is, you know, we still rely on retail as a very, very
                      strong indicator for our wholesale assortment mix.

                      So test and react is still very much alive and it's part
                      of the reason that we were able to so quickly evolved the
                      brand to where the consumer was wanting to see our
                      products. That will not change.

Scott Krasik:         Okay. Thanks very much.

Richard Olicker:      Okay.


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Operator:             Our next question from Sam Poser with Mosaic Research.

Sam Poser:            Good morning. Has everybody - question on Candies. I mean
                      with your - with the low single digit increase for 2004. I
                      mean that - how much Candies revenue do you see happening
                      in 2004?

Richard Olicker:      Sam, rather than go division by division and we have seven
                      wholesale operating divisions. Some are going to be
                      dramatically increasing and Candies is one of them. What
                      I'd rather say to you is that it is part of the overall
                      mix that gets us to a low single digit. So as Candies
                      increases, other divisions are projected at least two
                      either be flat or declining.

                      That's is much as far as I'd like to go now. We had it
                      very detailed in our own internal plans, but all of this
                      can be - can change and can tweak and in particular as it
                      relates to Candies is reliant on the success. We expect to
                      have on the spring product that's being delivered to
                      retail now.

Sam Poser:            Okay, and then your retail - and on your retail stores,
                      you have found your business gotten better lately, it
                      sounds like because of the new product that has hit the
                      stores, would that be a reasonable assumption?

Richard Olicker:      Yes.

Jamieson Karson:      Yes.

Sam Poser:            So, are you going to guide, are you going to give - can
                      you give any more color on the retail business for the
                      year?

Richard Olicker:      For the year?


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Sam Poser:            For 2004, going forward, guidance.

Richard Olicker:      Mid-single growth.

Sam Poser:            And if you were to say in the wholesale division, you
                      know, which areas - which of those basically need the
                      most, you know, that you feel most comfortable with and
                      those that you think are going to be the most challenging
                      businesses for the year, can you give us some color there?

Richard Olicker:      In the whole - I don't quite...

Sam Poser:            Between Madden Women's, lei, Men's, and so on. Can you
                      sort of, you know, say where, you know, where your highest
                      expectations are and where you might see some issues, just
                      sort of in a general sense?

Richard Olicker:      The issues will be in lei and in Men. The highest
                      expectations are in Steven and I'd like to leave it at
                      that.

Sam Poser:            All right.

Richard Olicker:      I would also say Candies on the expectation side.

Sam Poser:            And do you think, with the dress product, have you made,
                      you know, from a scale of one to ten, where do you think
                      you are on sort of switching gears to get into that, you
                      know, with the sort of more tailored looks that are coming
                      around. Where do you think you are in that transition?

Richard Olicker:      In which division are you asking?


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Sam Poser:            Well, I mean, as you said, it really ran through, you
                      know, even in lei you said it earlier that, you know, even
                      that was getting slightly more less chunky clunky. And...

Richard Olicker:      Yes, you know, it's a wave Sam, as you know. Discovered at
                      retail, maximized at retail first, followed by Steve
                      Madden wholesale and now being enjoyed I think at retail
                      in our wholesale customer base, and being introduced to -
                      and appropriately so as the customer accepts it further,
                      you know, back in the cycle at the mid year channels
                      where, lei is distributed.

                      So, yes, as you could see from the product as WSA, it's
                      trending much more tailored looking, less chunky and
                      clunky and more colorful. That's an important aspect
                      because that's one of the things that's trending right now
                      is color and detail.

Sam Poser:            Great. Thanks, Richard.

Richard Olicker:      Okay.

Operator:             Our next question comes from (Christina Fereue) with
                      (Dolton Garno).

(Christina Fereue):   Hi, good morning, I have a couple of questions on the lei
                      business. First is given that that was such a strong
                      profit contributor this year and it's been sustaining
                      itself like revenues and profit have on the income versus
                      some of your other major businesses. I'm wondering how you
                      offset that weakness next year now that you're saying it's
                      trending down.

                      And then also, the question as to, given some of the
                      announcements recently about licenses being taken and
                      (unintelligible) purchases, what you think the likelihood
                      of you being able to keep these businesses a couple of
                      years out?


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Richard Olicker:      As it relates to the trend?

(Christina Fereue):   Yes.

Richard Olicker:      I think it's dependent on a couple of things.

                      We're addressing the trend from a product standpoint
                      aggressively. And if the consumer is as accepting of the
                      change, as quickly as the Steve Madden wholesale customer
                      did, I think we could stand the projected challenges
                      quickly.

                      A lot of it depends on how aggressively retailers are
                      going to be, you know, lei wholesale customers are going
                      to feel confident that they could move lei away from its
                      historical clunky, chunky, brown and black, into a lot
                      more dressy, a lot more tailored, flatter, pointy toes,
                      heels, dress, you know.

                      It's a much more diversified opportunity as long as our
                      wholesale customers accept it and their customers in turn
                      respond. And part of what our conservative projection on
                      lei is that, until we see that occur, we can't say that
                      it's going to happen for sure. But if it does, we'll
                      certainly be on it and as anyone that saw the product at
                      WSA can attest, we're showing it aggressively and moving
                      there as fast as we can.

                      In terms of the duration of the agreement, I believe Jamie
                      just jumped in. We're out till October ...

Jamieson Karson:      September, yes, September of 2006 is when the agreement
                      ends.


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(Christina Fereue):   Good, but will you know before then if you're going to be
                      able to keep the license?

Jamieson Karson:      I wouldn't know. I mean, you know, we're assuming that the
                      agreement on its face ends in 2006 and that's when it's
                      going to go back to the license source.

                      So, I can only accept what I have at face value.

(Christina Fereue):   Okay. Thank you.

Operator:             Our next question comes from (Sid Nacarmi) with Royal
                      Capital.

(Sid Nacarmi):        Thanks. Good morning. Got a couple of questions, first, on
                      the retail side.

                      Comps were down this year. What are some of the levers or
                      opportunities for positive surprises next year? What do
                      you see needing to happen to sort of regain the comps and
                      the positive direction?

Richard Olicker:      I think it's - it's summed up in the word `diversity'. If
                      we continue to jump on the trends, and we have, retail is
                      the first place where - or is the leading indicator, if
                      you will, of where our business is going. And we're -
                      we've been doing that early first quarter quite
                      successfully. And our consumers have responded.

                      So, I think that the opportunity is always there. But it's
                      very - it's a tight window of opportunity. You've got to
                      be there very, very quickly. You don't want to miss the
                      trend and you don't want to be on it too long because then
                      you're liquidating the same inventory that you jumped on.


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                      So, it's a big challenge. It's the same challenge that has
                      always been there. But I think it's more accentuated today
                      as the customers shift around very quickly. But we feel
                      confident that our formula and our model are well
                      positioned to address those needs. And we're able and
                      capable to turn around in our comps all the time.

(Sid Nacarmi):        Okay. And then with regards to the EPS guidance for next
                      year, have you assumed the same sort of year-end fully
                      diluted shares and tax rate?

Richard Olicker:      Tax rate, yes.

(Sid Nacarmi):        Yes, (give me the number).

Richard Olicker:      Diluted shares, I'm going to take a look.

(Sid Nacarmi):        (Thank you).

Richard Olicker:      I think they're slightly higher.

(Sid Nacarmi):        Okay. And then, the final question is, with the large cash
                      balance you mentioned potentially an acquisition
                      candidate, as well as, are you considering repurchases as
                      well?

Jamieson Karson:      Well, (Sid), we are always - we are always looking for
                      ways to enhance shareholder value. And we do have
                      authorization from the board for the buy-back. And we'll
                      continue to optimis - or opportunistic about it. I mean
                      it's something we always look at.

(Sid Nacarmi):        Okay.


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                      Great. Thanks very much.

                      Bye-bye.

Operator:             Our next question comes from (Mike Onguy) with (iBest
                      Capital).

(Mike Onguy):         Hi, yeah. My question is regarding your agreement with
                      Candies. Is there a scaling royalty agreement in terms of
                      percentage of sales?

                      And my second question was, who are the customers of
                      Candies? I mean I know you have a wholesale business
                      there, but can you just give me some color there?

                      Thanks.

Richard Olicker:      We really can't comment on the royalty arrangement. It's -
                      we're confidential on that.

(Mike Onguy):         Okay.

Richard Olicker:      It's not - I think I can say that it's not anything that's
                      not...

Jamieson Karson:      Customary.

Richard Olicker:      ...conventional.

Jamieson Karson:      Yeah.


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Richard Olicker:      As to the distribution channels, we're currently in
                      department store, national department store chain, better
                      specialty, and we're working on international distribution
                      as well.

(Mike Onguy):         When you said Candies business is dramatically increasing,
                      can you give more market color on that? Is that because -
                      is it exceeding your expectations, or is it because you're
                      starting from a zero base or something like that?

Richard Olicker:      Starting from zero base.

(Mike Onguy):         Okay. All right.

                      Thank you.

Richard Olicker:      Okay.

Operator:             Our next question comes from John Shanley with Wells
                      Fargo.

John Shanley:         Good morning.

                      Richard, I wonder if you could give me some, a little bit
                      more information on the retail side of your business, the
                      8 to 12 new units that you may bring on board this year.

                      Are they about the same square-footage as most of your
                      existing portfolio? And also, what would that bring you to
                      in terms of total square-footage by the end of the year?


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Jamieson Karson:      John, some of the stores that we're looking at this year
                      that we feel confident that we will open will be street
                      deals. And invariably, the street locations are a little
                      bit bigger.

                      So, there will be some stores coming on line that will
                      have bigger square-footage in terms of the total
                      square-footage...

Richard Olicker:      Yeah. What I'd like to do, John, is first add to what
                      Jamie said which is this is in anticipation of a (late)
                      '04, '05, and in the future, moving a little bit more
                      aggressively into accessory product and license product
                      opportunities so that we have a footprint that can
                      accommodate them.

                      As to your question about total square-footage for the
                      year-end '04, what I'd like to do is give - I have the
                      stores, but I don't have the square-footage in front of
                      me. I'd like to tally it up and give you a call offline,
                      if that's okay.

John Shanley:         Yeah, it's fine.

                      Where did you wind up with square-footage in the end of
                      '03?

Richard Olicker:      (Marvin), do we have that?

John Shanley:         Okay. You can get back to me with that as well.

Man:                  We have it, John.

Man:                  (Unintelligible) but we'll call you back.

John Shanley:         Okay. And also, I have a question, Richard, on the coming
                      out of WSA.


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                      What - can you give us a little bit more sense in terms of
                      the Junior component of your wholesale business, where the
                      thinking is in terms of your key department store,
                      especially store customers? Are they increasing, staying
                      the same, or decreasing, they're open to buy commitments
                      for the Junior product category?

Richard Olicker:      We've never really had a pushback on the open to buy or
                      (receipt) dollars. What's it all about in Junior is, if
                      the product is fresh and the consumer is responding, and
                      you're a Junior buyer, you will find the (receipt)
                      dollars. The trick is holding on to enough (receipt)
                      dollars to respond to what she's reacting to, immediately
                      at retail.

                      So, you know, in the Junior state, it's not about
                      committing upfront. It's about having dollars that need to
                      be committed when the consumer responds. I mean, it's
                      fleece lined or faux fur or, you know, because that was
                      something that happened late but everybody needed to find
                      the dollars to support it, otherwise, they miss the
                      business.

John Shanley:         Right.

                      Are they - the buyers for the Junior products seem more
                      optimistic at this WSA than they may have at August or at
                      - in the February of `003?

Richard Olicker:      Yes.

John Shanley:         Are we...

Richard Olicker:      (I think) so. And it's based on - it's based on
                      performance at retail of (new products).


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John Shanley:         The product that's selling at retail, is that what you're
                      saying?

Richard Olicker:      Yes.

John Shanley:         Okay. The last question I had, Jamie, you mentioned there
                      wasn't any share re-purchase authorization.

                      What is the amount of shares that's involved in that
                      authorization?

Jamieson Karson:      Was it...

John Shanley:         How many shares are you authorized to buy-back if you were
                      going to go ahead and do that?

Jamieson Karson:      I believe the authorization is for two million shares.

John Shanley:         Okay, great.

                      Thanks a lot. I appreciate it.

Operator:             Our next question is a follow-up with Scott Krasik, CL
                      King.

Scott Krasik:         Yeah, two quick ones.

                      The first one is, did you guys buy-back any shares in
                      2003?

Jamieson Karson:      No.

Richard Olicker:      No.


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Scott Krasik:         Okay. And then, I guess I'm just a little confused. I
                      mean, you talk about - that you have the business model,
                      that you can get product out quickly, and you can, you
                      know, adhere and adhere to the trend, so you can switch
                      over to the demand for dress. But then you put language in
                      your lease saying your demanding marked down environment.

                      I mean, is it - are you saying that the product that
                      you're going to be putting out will eventually has to be
                      marked down? Or will that come form the fact that
                      wholesalers won't take the dress product?

                      I guess I'm just confused about, you know, where that's
                      coming from?

Richard Olicker:      It's a fair question.

                      The issue is really the movement, aggressive movement,
                      into new categories that have not been our traditional
                      strength. When that happens, you're now in a different
                      playing field that has competitive players already
                      entrenched.

                      Already entrenched at certain retail price point that
                      forces us to find our niche within not only the fashion
                      side, but also the price point side. It's not as wide-open
                      space as, "Get it out there and charge whatever the top
                      price that you possibly can get."

                      So, there's an initial competition that relates to the
                      movement into broader product category.

                      And related to that is a very competitive overall
                      landscape as it relates to department store margin demand.
                      And that is something that we share with all of our
                      competitors.


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                      So, as a combination of those two things is why we're
                      feeling that we need to be responsible in communicating
                      that, and also making sure that that's reflected
                      accurately in our projection.

Scott Krasik:         I guess, have you gotten any feedback from wholesalers
                      that, you know, or just saying, "Look, we like chunky,
                      clunky from you and, you know, for whatever chunky, clunky
                      we sell you our (guides), but we don't want to take the
                      dress stuff?"

Richard Olicker:      Well, what happens is that it's not that they don't want
                      to take it. It's that the clunky chunky is trending down
                      so it's appropriately being bought down. And the dress has
                      a competitive vendor structure already in existence.

                      So, you're proving yourself first, and then, as your
                      average selling prices gain a market share, you gain
                      (receipt) dollars or open to buy. So, it's a "Prove
                      yourself first." in new categories, and then grow market
                      share in those new categories.

                      It's not instantaneous as it - the customer has to vote
                      that you are a dress resource. And once that happens, the
                      (receipt) dollars generally flow.

Scott Krasik:         I guess, and how pleased are you with the wholesalers'
                      response so far to your new or dressier, more, you know,
                      fitted, tailored product?

Richard Olicker:      Very pleased.

Scott Krasik:         Okay.

Jamieson Karson:      Very pleased.


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Scott Krasik:         Okay. Thanks.

Operator:             We'll take our next question from (Mike Onguy) with a
                      follow-up from (iBest).

(Mike Onguy):         Hi.

                      So - I just wanted to ask - so, are you pretty happy with
                      Candies so far in terms of your business there? And is it
                      exceeding your expectations?

Jamieson Karson:      Well, let me just say, I think that we have - we're very
                      comfortable with the team that we have in place. And we're
                      confident that the team will execute on the strategy that
                      we have in place.

(Mike Onguy):         Okay. All right.

                      Thank you.

Richard Olicker:      John, if you - John Shanley, if you're still listening,
                      the assumptions on our dollars per square-foot based on a
                      square-footage of 138,528 square feet.

Operator:             Once again, if you do have a question, press the Star and
                      1 on your phone at this time.

Woman:                (Unintelligible).

Operator:             We'll take our next question from (Lauren Romeo) with
                      (Royce and Associates).

Woman:                (And) my next one.


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(Lauren Romeo):       Hi, a couple of questions.

                      First, can you comment on your free cash flow expectations
                      for '04?

Richard Olicker:      (Lauren), we - I - we couldn't hear you. Can you repeat
                      the question?

(Lauren Romeo):       Can you comment on your free cash flow expectations for
                      2004?

Richard Olicker:      Yes. Free cash flow - our net cash provided by operating
                      activities, 7.9 million for '03; and our projection,
                      roughly, 10 million.

(Lauren Romeo):       Okay. What will CAPEX be?

Man:                  Yeah. That's 7 million.

(Lauren Romeo):       I'm sorry?

Man:                  About 7 million.

(Lauren Romeo):       And that's what it was this year as well?

Man:                  I'm sorry?

Richard Olicker:      I think it was slightly less than that for this year.

(Lauren Romeo):       Okay. Can you hear me?

Richard Olicker:      Yes.


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(Lauren Romeo):       Okay.

                      I guess, just going back to this issue, the cash - Jamie,
                      I think on the last call, just looking at the transcript,
                      you had said that, you know, again, the board is
                      considering a lot of alternatives. And the transcript
                      indicates you had said that you would be in a better
                      position to report this quarter in terms of the plans that
                      you have for the cash.

                      And I don't really hear anything different than what you
                      guys have said, you know, over the last several quarters
                      in terms of your cash uses. I mean, you look at the stock
                      worth value today, you could use half of your
                      authorization in, you know, $20 million and buy-back stock
                      and still have, you know, 60 million in cash.

                      You're going to be free cash flow positive this coming
                      year. And you have no debt. So, that, you know, you're not
                      hamstrung if you do that to go and make acquisitions if
                      that's, you know, if you have those accretive ones on the
                      radar screen.

                      So, I guess I'm just puzzled as to, you know, at what
                      point will you guys decide that you're going to make
                      better use of this cash in terms of earning and good
                      return for shareholders.

Jamieson Karson:      Well, first of all - I mean, I think we all agree with
                      you. I think that we do have a lot of cash and the board
                      is - has in the past and is continually looking at various
                      things to enhance shareholder value.

                      So, what we said on the last call does in fact continue
                      forward. And I think we have taken an aggressive view
                      towards some of the things that we enunciated in the call,
                      certainly, with respect to licenses and acquisitions, all


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                      of which require money. We are taking an aggressive view
                      of all of those things, as well as the buy-back.

                      I mean, we have, you know, we have - I've said this
                      several times. I mean, we do remain opportunistic about
                      the buy-back, specifically, you know, could I tell you at
                      what level (it's) going to occur? No, I couldn't.

(Lauren Romeo):       Okay, thanks.

Operator:             Once again if you do have a question, press the star and
                      1.

                      And we'll take our next question from (Mike Onguy).

                      Go ahead.

(Mike Onguy):         Yes. So, what are your expectations for Candies for '04
                      and '05 revenue expectations?

Richard Olicker:      We don't disclose specific revenue expectations by
                      wholesale division.

(Mike Onguy):         Okay.

                      Thank you.

Operator:             We'll take our last question from (Sid Nacarmi) with Royal
                      Capital.

(Sid Nacarmi):        Follow-up on one of the (asked), the cash flow question.


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                      And that is, if you're sort of looking at net income to
                      stay roughly around 20 million again. And I think you said
                      that cash flow from operations was going to be 10 million.

                      What accounts for the difference? I it if sales are flat,
                      why would working capital need to increase that much?

Man:                  Its increase (unintelligible) inventory.

(Sid Nacarmi):        Right. But I guess, if the sales are flat, are you saying
                      that the inventory turns are going to drop or...

Richard Olicker:      Well, the turns will drop.

Man:                  Slightly drop...

Richard Olicker:      Yes.

Man:                  ...due to our new division.

(Sid Nacarmi):        Okay. So, the newer divisions will have flow returns until
                      they rump up.

Richard Olicker:      That's right, and as retail also has flow-returning
                      inventory.

(Sid Nacarmi):        Okay. And so, since the retail growth might be a little
                      higher than the wholesale...

Man:                  Yes.

(Sid Nacarmi):        ...this year with low returns, that will require more
                      working capital?


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Richard Olicker:      That's correct.

(Sid Nacarmi):        Okay. Great. Thanks very much.

Man:                  Okay.

(Sid Nacarmi):        Bye-bye.

Operator:             There are no further questions.

                      Please continue with any closing comments.

Jamieson Karson:      Okay.

                      Well, thank you for participating in the call.

                      And we will speak to you again in a few months.

                      Thanks.

Operator:             Ladies and gentlemen, that does conclude our conference
                      call for today.

                      You may all disconnect and thank you for participating.



                                       END