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: April 27, 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 April 27, 2004, reporting financial results for the first quarter of 2004. 99.2 Transcript of April 27, 2004, Steven Madden, Ltd. conference call. Item 12. Results of Operations and Financial Condition. --------------------------------------------- On April 27, 2004, Steven Madden, Ltd. issued a press release and held a conference call announcing its financial results for the first quarter of 2004. 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/ JAMIESON A. KARSON ------------------------------ Name: Jamieson A. Karson Title: Chief Executive Officer Date: April 29, 2004 -3-

                                                                    Exhibit 99.1


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

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


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

               STEVEN MADDEN, LTD. ANNOUNCES FIRST QUARTER RESULTS
                     ~ Comparable Store Sales Increase 8% ~
                       ~ Company Reaffirms 2004 Outlook ~

LONG ISLAND CITY, N.Y. - April 27, 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 first quarter ended March
31, 2004.

Net sales were $78.8 million compared with $78.7 million in the first quarter
last year. Net income was $4.1 million, or $0.29 per diluted share on 14,374,000
diluted weighted average shares outstanding, which is in line with the current
analyst estimate. In the prior year period, net income was $5.0 million, or
$0.36 per diluted share on 13,872,000 diluted weighted average shares
outstanding.

Retail revenues increased 12% to $23.7 million from $21.1 million in the same
period last year. Same-store sales increased 8% over the comparable period last
year primarily due to an improved product mix and higher unit sales. The Company
ended the first quarter with 83 Company-owned retail locations, including the
Internet store, and remains on schedule to open approximately 8 to 12 new stores
this year.

Revenues from the wholesale division, comprising the Company's seven brands,
Steve Madden Womens, Steve Madden Mens, Stevies, l.e.i., Steven, Candie's, and
UNIONBAY, were $55.1 million versus $57.6 million in the year-ago period. As
previously announced, in response to changing footwear industry trends and
consumer preferences, the Company is implementing a shift in product focus from
its traditional casual base into broader categories. Although the benefits of
this shift have not yet been fully realized in all of the Company's wholesale
businesses, the trends are positive. Furthermore, the strategy towards brand
diversification is reaping positive results, as evidenced by strong performance
in the Steven and Candie's lines.

Arvind Dharia, Chief Financial Officer, said, "We are proud of our ability to
grow and diversify the Company while managing the business effectively. In
addition, our financial position remains strong with $72.6 million in cash, cash
equivalents, and investment securities, no short- or long-term debt, and $164.0
million in total stockholder equity."

"Our first quarter results were in line with our expectations," commented
Richard Olicker, President and Chief Operating Officer. "We achieved solid
retail results, demonstrating the fact that our shift in product focus is
proceeding as planned and that the popularity of our brands remains sound
despite a sustained promotional and competitive market. Of note, during the
quarter we fully rolled out our Candie's brand and made investments across the
business, including additional personnel, to support our various divisions. We
also incurred higher expenses related to efforts to swiftly deliver the most

current trends to our customers as well as increased advertising to promote awareness of all of our brands." Company Outlook - --------------- Although the transition into new categories and the integration of new divisions will require continued investments in the business, the Company is encouraged by the progress made during the first quarter and believes it is well positioned to execute the strategies outlined at the outset of the year. That said, the Company is comfortable with the outlook provided previously and reaffirms its expectations for 2004. The Company anticipates net sales will increase in the low-single digits over 2003 and expects diluted earnings per share to be in the range of $1.35 to $1.40. Jamieson Karson, Chief Executive Officer, concluded, "Overall, we are cautiously optimistic as we look to the remainder of the year and believe we are on track to achieving our growth and profitability objectives for 2004. We are confident that the core elements of our business - significant brand equity, a flexible business model, a healthy balance sheet - will help us continue to generate industry-leading performance as we move forward. By leveraging the brand through entering new licensing opportunities and expanding the retail division of our business as well as considering strategic acquisitions, we aim to deliver enhanced shareholder value over the long-term." Interested shareholders are invited to listen to the first quarter earnings conference call scheduled for today, Tuesday, April 27, 2004, at 10 a.m. Eastern Time. The call will be broadcast live over the Internet and can be accessed by logging onto http://www.firstcallevents.com/service/ajwz405058436gf12.html. An online archive will be available shortly after the call and will be accessible until May 10, 2004. Additionally, a replay of the call can be accessed by dialing (800) 839-8389 and will be available through April 30, 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 and 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 to follow) -2-

CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share data) (Unaudited) Three months ended -------------------------------- March 31, 2004 March 31, 2003 -------------- -------------- Net Sales $78,768 $78,698 Cost of Sales 47,496 47,733 ------- ------- Gross Profit 31,272 30,965 Commission and licensing fee income 1,416 1,690 Operating Expenses 26,108 24,392 ------- ------- Income from Operations 6,580 8,263 Interest and Other Income Net 534 442 ------- ------- Income Before provision for Income Taxes 7,114 8,705 Provision for Income Tax 2,988 3,656 ------- ------- Net Income $ 4,126 $ 5,049 ======= ======= Basic income per share $ 0.31 $ 0.39 ======= ======= Diluted income per share $ 0.29 $ 0.36 ======= ======= Weighted average common shares outstanding - Basic 13,254 12,789 ======= ======= Weighted average common shares outstanding - Diluted 14,374 13,872 ======= ======= -3-

CONSOLIDATED BALANCE SHEET HIGHLIGHTS (in thousands) March 31, 2004 December 31, 2003 March 31, 2003 -------------- ----------------- -------------- (Unaudited) (Unaudited) Cash and cash equivalents $ 22,302 $ 53,073 $ 44,614 Investment Securities 50,296 32,659 26,789 Total Current Assets 111,339 121,995 114,939 Total Assets 181,013 177,870 159,061 Total Current Liabilities 15,143 16,855 20,885 Total Stockholder Equity 163,953 159,187 136,541 -4-

                                                                    Exhibit 99.2


- --------------------------------------------------------------------------------
                                                                Final Transcript


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

CCBNStreetEvents                                  ==>

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

CCBN StreetEvents Conference Call Transcript

SHOO - Q1 2004 Steven Madden Earnings Conference Call

Event Date/Time: Apr. 27. 2004 / 10:00AM ET
Event Duration: N/A

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

CORPORATE PARTICIPANTS PRESENTATION Cara O'Brien Financial Dynamics - IR Contact ---------------------------------------- Operator Jamie Karson Steven Madden - CEO Good morning, ladies and gentlemen, and welcome to the Steven Madden Limited Richard Olicker conference call sponsored by Financial Steven Madden - President, COO Dynamics. At this time, all participants are in a listen-only mode. Later, we Arvind Dharia will conduct a question-and-answer Steven Madden - CFO session. (OPERATOR INSTRUCTIONS). Any reproduction of this call in whole or in part is not permitted without prior, expressed, written authorization from CONFERENCE CALL PARTICIPANTS the Company. As a reminder, ladies and Scott Krasik gentlemen, this conference is being C.L. King & Assoc. - Analyst recorded on April 27, 2004. Sam Poser I would now like to introduce your host Mosaic Research - Analyst for today's conference, Ms. Cara O'Brien of Financial Dynamics. Please go ahead. Ezra Fallowman J.L. Advisors (ph) - Analyst ---------------------------------------- Cara O'Brien - Financial Dynamics - John Shanley IR Contact Wells Fargo Securities - Analyst Good morning, everyone, and thank you Mark Cooper for joining this discussion of Steven Wells Capital - Analyst Madden Limited's first-quarter results. By now, you should've received a copy of the press release, but if you have not, please call our offices at 212-850-5776 and we will send one out 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-looking statements within the meanings 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 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 would now like to turn the call over to Jamie Karson, Chief Executive Officer of Steven Madden Limited. Jamie, go ahead please. ---------------------------------------- Jamie Karson - Steven Madden - CEO Thanks, Cara. Good morning and thank you for joining us to a few Steven Madden Limited's results for the first quarter that ended March 31, 2004. -2-

With me to discuss the business We believe that this proves the health are Richard Olicker, our and viability of our business, as we President and Chief Operating have an enormously strong foundation on Officer, and Arvind Dharia, our which to build. Chief Financial Officer. Now, I'd like to turn the call over to As discussed when we reported Richard, who will go through the fourth-quarter results, we were quarter's results in more detail. cautious as we entered fiscal 2004, since we were continuing to ---------------------------------------- integrate new wholesale divisions Richard Olicker - Steven Madden - as well as transition into new President, COO categories in the fashion footwear landscape. As discussed Thanks, Jamie. Let's review what in detail on the last conference happened in the quarter. call, there are a number of factors that must be considered Net sales were essentially flat at 78.8 part of this evolution -- greater million versus 78.7 million in the first pricing pressure and a demanding quarter of '03. Gross margin for the mark-down environment in first quarter increased 40 basis points wholesale, increased advertising to 39.7 percent, versus 39.3 percent to support our brands, and last year. This was primarily additional personnel to support attributable to margin improvement in existing and new divisions. wholesale. Also, our retail division, which generates higher gross margin than All of this said, we're quite wholesale, represented 30 percent of our pleased with our overall total, versus 27 percent of the total in first-quarter results. Despite the first quarter of '03. the anticipated challenges, we generated a 12 percent sales As we had anticipated and detailed on increase at retail, achieved a our last call, operating expenses were comp-store sales increase of 8 higher than last year in the comparable percent, and posted net income of period. This was due primarily to a few 29 cents, which is exactly in things, including higher air freight line with our internal plan as expenses incurred in bringing fresh, well as the current analyst time-sensitive product to market, estimate. Moreover, this keeps us anticipated operating expense increases on target to achieve our associated with the support of our newer previously stated expectations wholesale division, a continuation of for earnings in the range of high levels of mark-down and allowance $1.35 to $1.40 for fiscal 2004. activity, increased advertising expense, and increased occupancy expense. This To give you a brief overview of translated into net income of 4.1 the quarter's divisional million, versus 5 million last year, and performance before I turn the diluted earnings per share of 29 cents call over to Richard, as outlined per share versus 36 cents per share in on the last call, in response to the same period of '03. Importantly, changes in industry trends and this met both our internal plan and the shifts in customer demand, we are analysts' estimate. aggressively evolving our business from its traditional Let's review what happened in each casual base into broader division during the quarter. For the categories, including dress and Company's Wholesale division, which is tailored items. Importantly, this comprised of seven brands, Steve Madden shift in direction is being taken Women's, Steve Madden Men's, l.e.i., as a result of listing to our Stevies, Steven, Candie's and UNIONBAY, customers, and it was our revenues were 55.1 million versus 57.6 reactive model that enabled us to million last year. It is important to move quickly and immediately to note that in 2003's first quarter, meet the new demand. Wholesale revenues increased 20 percent. As expected and planned, first to Net sales of Steve Madden Women's benefit from this strategy was wholesale were 25.5 million versus 28.9 our retail division, where our million in '03. As Jamie mentioned, this flexibility and speed enabled us was primarily a result of more to achieve strong overall as well conservative initial spring buying as same-store sales increases. patterns among our Wholesale customers, as Steve Madden established its At wholesale, however, this viability in new categories. While this transition was initially met with did result in lower sales, it also had conservative buying patterns for the effect of reducing initial spring spring, 2004, as our brands inventory positions with our wholesale needed to establish their customers. Against these reduced viability as successful resources inventories and lower sales plans, Steve in these new categories. Against Madden Women's achieved strong early reduced plans, we achieved strong spring sales and improved sales-to-stock early spring sales and improved performance. In turn, this has set a sales-to-stock performance, strong foundation for the remainder of providing a good foundation for spring. Our product is performing well, the remainder of spring with our our inventories are lean, and reorders product performing well, our are in the pipeline. Successes have inventories lean and reorders in included pointy-toe and rounded-toe the pipeline. The effect of this single-sole pumps and City sandals. conservative initial buying for spring is reflected in the L.e.i. sales were 11.1 million, versus wholesale sales generated in the 14.9 million in '03. Two issues need to first quarter which, when taken be considered in connection with this together with retail, resulted in performance. flat total net sales versus the first quarter last year. Finally, I'd like to mention that we remain in excellent financial health. We ended the quarter with a solid debt free balance sheet with approximately 72.6 million in cash, cash equivalents and marketable securities, and total stockholders equity of 164 million. -3-

First, in 2003, l.e.i.'s net denim-friendly dress shoes. Success sales increased 28.4 percent over within the dress category was an those of 2002. Second, we important achievement for the brand this anticipated and planned for quarter, creating opportunity for declines in l.e.i. because their additional new placements and wider earlier buying patterns and distribution this fall. Madden Men's is longer production leadtimes made being managed for a healthy season with it extremely challenging to our product performing well and our redirect this brand in the midst inventories lean, positioning us for a of a fashion shift that was strong back-to-school in fall. quickly evolving away from l.e.i.'s traditional casual base. As announced last month, we've also In response, the l.e.i. team has hired a new President of Madden Men's to introduced fresher, more lead the division into the back half and colorful, and more dress and the years ahead. tailored product, as well as more ornament details, to energize the Net sales of UNIONBAY, our license for product assortment. While these young men's footwear, were 49,000 in the product initiatives are working, quarter. Disappointing fall '03 we anticipate continued net sales performance, together with a change in challenges, going forward, as product direction and the division's l.e.i. establishes its viability executive management team in the fourth with customers in new categories. quarter of '03, led us to bypass shipments of spring UNIONBAY product. Sales of Stevies, our children's While prospects for fall '04 are brand, increased 9.6 percent to somewhat-improved, we're cautious in our 3.3 million, versus 3 million in outlook for contribution from UNIONBAY '03. The increase was partly for the remainder of '04. anticipated as a result of the commencement of shipping of Steve Candie's, our newest division, was fully Madden Kids to higher end rolled out during the quarter and department and better children's generated net sales of 3.2 million. independent shoe stores. Major department and specialty store customers included select locations at We recently announced the Belk, Macy's West, Rich's, Bon Marche, promotion of a new President to Robinsons, Filene's, Carson's and our Children's division, and Nordstrom. Candie's achieved some very we've also invested in additional strong sell-throughs across the board human resources in new sales and from closed-up shoes to casual sandals product development personnel to novel foot-bed thongs. focused exclusively on Children's products. With this direct focus, Moving onto our Retail division, as of our plan is to turn our March 31, 2004, there were 83 stores in Children's business into more operation, including our Internet store. significant sales and profit Revenues increased 12.3 percent to 23.7 generators in the back half, million, versus 21.1 million in 2003. We despite continued price pressure are very pleased with these results, in from discount channels. light of the fact that we did not open any new stores in the first quarter. We The Steven Collection posted a do have two stores planned for opening sales increase of 114 percent to in the current quarter. 5.2 million in the first quarter, versus sales of 2.5 million in During the quarter, Retail was 30 2003. We have now fully percent of the total business, versus 27 positioned this business under percent of the total last year. At the the Steven label, where we will end of the quarter, there were 79 enjoy marketing leverage as a comp-stores, versus 71 last year. Steve Madden division. Customers Same-store sales rose 8 percent, a reacted well to patterns performance we are extremely pleased delivered late in the fourth with. This increase was achieved through quarter, and we were able to our immediate reaction to at-once demand replenish key styles and increase for boots late in the fourth quarter and door count throughout the first early into the first quarter. Fashion quarter. We also initiated boot and dress classifications accounted Steven's open stock program this for over 45 percent of our total quarter, enabling customers to business this quarter, representing a generate weekly reorders with significant shift away from the casual improved turn and profitability. closed-up shoes and booties that represented about the same proportion of Feminine dress shoes and color our business last year. were the dominant trends for the quarter. The Steven division At the same time as generating strong added Parisian to its customer total and comp-store sales gains, this roster in the first quarter, and year, we planned and executed the continued to add to its liquidation of most of our independent store base. This underperforming fall retail inventory division continues to exceed through our own stores instead of internal expectations and to help jobbing this product out at lower prices sustain this momentum, we've as we had in 2003. We also timed our recently invested in stronger transition to spring later this year in sales management by promoting a our Northeast and Midwest stores to more sales manager for the division closely reflect seasonal weather and hiring sales executives to patterns that saw very cold weather represent the line in both the persist throughout the first quarter in Midwest and the West Coast. those regions. Sale of Madden Men's were 6.6 million versus 8.3 million in 2003. As we communicated on our February call, the men's business was planned down for spring, and we also elected to cut back on door count this season to focus on more productive doors. This had the anticipated effect of reducing our net sales, but our customers' inventories are now down dramatically and their sales have been exceeding plan. Our current performance, supported by open-stock replenishment of newer goods, has enabled us to introduce new product during the first quarter. This has included a very strong sport casual item, new casuals that match dressier uppers with casual bottoms, and -4-

Our retail stores remain among more and more strongly that the the industry leaders in association, with this music icons and productivity, generating $650 in her promotion of Steve Madden through sales per square foot for the radio and print media as well as other twelve months trailing March 31, tie-ins around the country, is exceeding '04. our expectations for success. Moving to our Other Income line, With respect to our overall financial in the first quarter, the condition, we maintained a pristine Company's Other Income line was balance sheet, which speaks volumes to 1.4 million versus 1.7 million the health and viability of our company. during the same period last year. As of March 31, 2004, our cash, cash This includes the commission equivalents and investment securities income from our private-label was 72.6 million. Inventories were at 26 division, Adesso-Madden, and million, up from 24 million last year. trademark royalties earned from The reasons for the increase in our licenses. inventory included two new stores coming on in the second quarter, our retail Private-label income was 896,000, ramping up in response to very strong versus 1.1 million last year. The first-quarter sales, the carry-forward decrease was a result of the of some fall '03 patterns in to fall shift in receipts by '04, mostly boots, seasonal boots, and private-label customers into on the wholesale side, our need to their second quarter and the support our new Candie's division. These migration of certain businesses inventory levels, while somewhat from a direct-from-factory to a elevated, are not outside normal landed-purchasing format. parameters, all factors considered, including current business trend, Licensing income was 520,000, backorder and growth plan. versus 572,000 for the same period last year, due to a our Our inventory turn was eight times for termination of our handbag the trailing 12-month period. license. We are in negotiations with a strong player to replace Accounts Receivable were 47.4 million. this important accessory category, and we're committed to Working capital was at 96.2 million. broadening our brand beyond the footwear classification and to Total shareholders equity was at 164 finding suitable transactions and million. Cash per share was $5.45 cents. arrangements that will serve to Book value was $12.31. leverage our unique identity into broader product categories. We have no long or short-term debt. Turning to the operations side, Diluted shares outstanding were early in the quarter, we moved to 14,374,000 shares. a larger, modernized third-party distribution facility in Southern Now, let me turn the call back to Jamie, California, adopting a proven who will provide some closing remarks. warehouse operating system and assembling a full organization of warehouse professionals to ---------------------------------------- service our specific needs. These Jamie Karson - Steven Madden - CEO upgrades make use of the latest available technologies, prepare Thank you, Richard. We are encouraged us for handling our anticipated by the progress made during the first future growth and provide us with quarter and are well positioned to superior inventory management execute the strategies outlined at the capabilities. outset of the year. That said, we believe we are on track to achieving our Finally, from a marketing growth and profitability objectives for perspective, it was a strong 2004 and are therefore comfortable with quarter for brand reinforcement, the outlook previously provided. recognition and visibility. We enjoyed terrific editorial We continue to anticipate net sales will coverage and product placement in increase in the low single digits over the first quarter. We embarked on 2003 and expect diluted earnings per an expanded mall advertising share to be in the range of $1.35 to campaign. Millions across from $1.40. Macy's Herald Square on 34th Street and Seventh Avenue viewed Overall, we have a great foundation on our provocative Steven Billboard, which to build and are optimistic as we and we continue to display our move forward. We are confident that the Steve Madden Billboard on Houston core elements of our business, Street in Soho before some of the significant brand equity, a flexible most concentrated retail foot business model and a healthy balance traffic in the world. sheet, will help us continue to generate industry-leading performance. Our plan Our spring print campaign, for future growth envisions a appearing in April books that were delivered in March, included ads for Steve Madden in Cosmo Girl, Lucky, Seventeen, Teen People and YM, and Steven ads appeared in Gotham, In Style, Cosmo and Marie Claire, among others. From a highlight standpoint, during the Super Bowl in Houston, we hosted a meet-and-greet in our store with NFL stores that brought greater awareness toward men's brand. We were also prominently featured and mentioned in the hit TV show, "America's Next Top Model". Finally, we sponsored Beyonce in the Ladies First Tour, which began its first leg in March with Alicia Keyes and Missy Elliott. As the tour continues, we feel -5-

coordinated, methodical approach QUESTION AND ANSWER to expanding and further diversifying the business and ---------------------------------------- leveraging the strength of our Operator brands, all in an effort to evolve into a true lifestyle Thank you. (OPERATOR INSTRUCTIONS). brand and experience for our Scott Krasik from C.L. King. customers. ---------------------------------------- As stated before, we are Scott Krasik - C.L. King & Assoc. - considering new licensing Analyst opportunities. We will focus on expanding our retail base, and we Hi, guys. Good morning. Can you give will considers strategic an idea of what of this 8 percent comp acquisitions. However, we're -- how much of that was the fur-lined carefully weighing our options, ug-type boot? I know you don't really mindful of the importance of give comp guidance, but do you see selecting the right partners and positive comps for the rest of the year? developing the right strategic I mean, you have some fairly easier opportunities in order to be comparisons in the back half. successful in this endeavor. ---------------------------------------- Above all, we aim to deliver Richard Olicker - Steven Madden - enhanced shareholder value over President, COO the long-term and believe we're taking the right steps to do so. A fair amount was involved in what we will call the fashion boot category, I hope that this call has been where it took on dramatic growth in informative. Thank you for your January and I would say the first three time and your interest. Now, we weeks in February. But I wouldn't say will turn the call back to the that that was it because starting with operator to take any of your the third week in February, we started business questions. to pick up dramatically in our dress category and sandal category, closed-up dress leading. So, it was a combination really, I would say, Scott, of fashion boots and the coming-on of closed-up dress and then opened-up sandals late in the quarter. ---------------------------------------- Scott Krasik - C.L. King & Assoc. - Analyst Do you expect the comps to be positive for the rest of the year? ---------------------------------------- Richard Olicker - Steven Madden - President, COO Well, as you said, we don't comment on our monthly comps. We are encouraged by early April results, and we're moving forward with our store-opening strategy. ---------------------------------------- Scott Krasik - C.L. King & Assoc. - Analyst Okay. Maybe if you give us an idea of what sort of sales level you have to get to for UNIONBAY and Candie's to get positive expense leverage and maybe when will you get there, especially in Candie's? Will you get there in '04, or is it an '05 thing? ---------------------------------------- Richard Olicker - Steven Madden - President, COO We really don't comment to that level of specificity. We do have detailed plants, which roll out to a profitability model as quickly as reasonable. We are falling a little bit behind that model as it relates -6-

to UNIONBAY, obviously, and we ---------------------------------------- believe we can reach model as it Sam Poser - Mosaic Research - Analyst relates to Candie's. Your gross margin improvement of the - --------------------------------- 40 basis points, is that something that Scott Krasik - C.L. King & Assoc. will continue -- you expect to continue - - Analyst to improve throughout the year? Okay. I'm sure on beating ---------------------------------------- somebody to the punch, but Richard Olicker - Steven Madden - anything in the next quarter or President, COO two that you can comment on on the licensing front? Well as you know, gross margin is a focus, but we have to say that it's a - --------------------------------- focus within the context of a heightened Jamie Karson - Steven Madden - markdown and allowance demand at CEO wholesale. Also, as I referenced, as we self-liquidate inventories as opposed to Well, we're working on several job (ph) them out at retail, that will initiatives. Whether they happen have gross margin effects on our Retail in this quarter or the following gross margins. quarter or the fourth quarter, we are working very hard on several ---------------------------------------- different things to expand our Sam Poser - Mosaic Research - Analyst brand into other categories, whether they be licenses or Right. Then are you looking to do any acquisitions. share buybacks with the cash? - --------------------------------- ---------------------------------------- Scott Krasik - C.L. King & Assoc. Jamie Karson - Steven Madden - CEO - - Analyst As we've previously stated, Sam, we Are you saying that something have the Board authorization to do that, is going to happen in 2004, then? and we are constantly weighing that as an option. As you know, there are many - --------------------------------- competing areas for our allocation of Jamie Karson - Steven Madden - cash, and we will continue to evaluate CEO that as a possibility. You know, I can't say with ---------------------------------------- certainty. All I can tell you is Sam Poser - Mosaic Research - Analyst that we are optimistic and we're working on it. One last question, just on -- excuse me, on your Steven line and on Men's and - --------------------------------- l.e.i. -- Stevens was very, very strong, Scott Krasik - C.L. King & Assoc. but the l.e.i. and Men's have been - - Analyst tough. Do you think that Steven is gaining momentum and the other two are Okay, thanks, guys. going to not quite be as bad, going forward, or are we looking at the same - --------------------------------- -- do you think we're looking at similar Operator kinds of numbers throughout the rest of the year? Sam Poser (ph) from Mosaic Research. ---------------------------------------- Richard Olicker - Steven Madden - - --------------------------------- President, COO Sam Poser - Mosaic Research - Analyst Well, I think that there are two questions, really. One is, is the Good morning. Going back to -- momentum turning in a business like in shopping around, it sounds Men's? I believe the answer to that like your momentum at retail -- question is yes, although we are up can you talk about the momentum against comps that we can't really say through the quarter? You for sure what we -- although we have a mentioned briefly, you mentioned plan -- where we will end up as against it into April -- and then talk comps to last year. all about your wholesale momentum through the quarter? The good news is that, on much lower sales plans and much lower inventory in - --------------------------------- the marketplace, our sales-to-stock Richard Olicker - Steven Madden - performance is strong enough to warrant President, COO not only reorder business but the placement of an open stock program in Well, as we stated on the call, new products. Also, the traction, if you the retail -- you can look at will, in our dress product in Men's retail in our business as kind of bodes well for the future for a broader a leading indicator. Momentum assortment within Men's and also toward started early and is continuing. We're starting to see that momentum, or have seen that momentum picked up against lower sales plan and lower inventory levels at wholesale. So, I would say that the chase is on and the reorder chase to the wholesale channel -- we're in the midst of that right now. -7-

the trend that is working today, ---------------------------------------- namely dress-type shoes in men's Richard Olicker - Steven Madden - and dress-uppers on casual President, COO bottoms in particular. I have the inventory and Arvind will So, we're feeling good about the give you the CapEx. It was 26 million worm turning as it relates to this year versus 24 last year. Men's. I see it really a continued challenge throughout ---------------------------------------- the rest of the year but Unidentified Speaker improving as we move through the back half. That was the inventory? As to l.e.i. I really believe ---------------------------------------- that we will start to see some of Richard Olicker - Steven Madden - the benefits from having President, COO redefined that brand away from its casual roots towards a Yes. dressier model. But I don't see that happening in terms of really ---------------------------------------- performance and sales until, Arvind Dharia - Steven Madden - CFO again, the back half. Back-to-school is going to be a (indiscernible) back in the first real challenge there because quarter '04 2 million. there was a lot of volume and a lot of basic casual-type footwear ---------------------------------------- that is going to need to be Unidentified Speaker partially replaced and not fully replaceable with dress-type That's the operating -- I'm sorry, shoes, more tailored-type shoes the CapEx. What was the operating cash and casual shoes that are going flow? to be planned down as much as 40 to 50 percent. ---------------------------------------- Arvind Dharia - Steven Madden - CFO - --------------------------------- Sam Poser - Mosaic Research - Operating cash flow is decreased 11 Analyst million. Just one follow-up on your ---------------------------------------- comment about the gross margins Unidentified Speaker and the markdown allowances and so on -- with you playing Eleven million, okay, great. Then catch-up and your inventories with regards to the women's business, it being in so much better position seems like you have some pretty positive than they were, or in very good momentum and gaining traction in some of position, and you are chasing the new styles out there. Is it a fair down business, wouldn't that assumption that, during the next quarter reduce the necessity of the and throughout the rest of the year, markdown allowances and so on? performance in that division may exceed on both the sales and the margin - --------------------------------- component, compared to last year? Richard Olicker - Steven Madden - President, COO ---------------------------------------- Richard Olicker - Steven Madden - In theory, yes, but you've got President, COO to have your inventories very well-managed and you have got to I think that it would be very make sure you don't deliver too aggressive to say that, because we're much, too late, so that you would looking at a 2003 net sales numbers have sufficient time at (sic) that were built on a very sufficiently high retail to have aggressive and successful '02, so -- and a high enough sell-through as to then, in fact, if I could do it all over not generate a late markdown. again, I would have delivered a lot less That's why I'm saying that the in fall '03 than we actually did. So spotlight remains on; hot product part of the challenge is the comp. delivered to deliver to sell-through at full retail is a What I think we're focused on doing now, challenge. So, it's a challenge what I know we are focused on doing is of quantity and scale. delivering the right product at the right time, not too much of the wrong - --------------------------------- product. Sam Poser - Mosaic Research - Analyst So, we have a plan; it is an aggressive plan but it's not really aimed at Great, thanks. blowing the cover off the ball; it's getting as much product out there as is - --------------------------------- right and can be absorbed through the Operator retail channel. (indiscernible) Kearny (ph) from Royal Capital. - --------------------------------- Unidentified Speaker Good morning. A couple of quick questions -- one, I'm sorry, I couldn't hear on the inventory numbers. Could you just give me the inventory number again? Also, if you have them, the operating cash flow and the CapEx for the quarter? -8-

- --------------------------------- (OPERATOR INSTRUCTIONS). John Shanley, Unidentified Speaker Wells Fargo Securities. Great, thanks very much. ---------------------------------------- John Shanley - Wells Fargo Securities - - --------------------------------- Analyst Operator Good morning. Richard, I wonder if Ezra Fallowman (ph) from J.L. you can give us an indication whether Advisors (ph). there has been a significant shift during the spring selling season in - --------------------------------- terms of the channels of distribution Ezra Fallowman - J.L. Advisors you are selling in most of your (ph) - Analyst wholesale product, from what you may have done in the spring of '03. What's Hi, guys. Good quarter. I just the indication that you have in terms of wanted to follow-up on in terms channel fill for the back half of the of the free cash flow guidance year, based on whatever orders you may for the year, what was that have gotten in from WSA or from Fanny or number again? Can you remind me? some of the other trade shows? - --------------------------------- ---------------------------------------- Arvind Dharia - Steven Madden - Richard Olicker - Steven Madden - CFO President, COO Thirteen million. For the most part, there hasn't been a dramatic shift in channels by - --------------------------------- division. As you know, we really Ezra Fallowman - J.L. Advisors organize ourselves vertically by brand, (ph) - Analyst directing distribution by retail channel. Thirteen million? Great. So, as you think about the cash ---------------------------------------- balance and expecting another 13 John Shanley - Wells Fargo Securities - million or so of free cash flow Analyst incoming this year -- and this is kind of a follow-up on an earlier If you looked at all of the brands question -- you guys had said on collectively, Richard, has there been the last call that you take a more movement into department stores, more aggressive look at some of less into the specialty guys like the options for use of cash, Kearney's and some of the other guys including buybacks. Can you kind that you do a lot of business with? of update us on what's happened since the last call and when ---------------------------------------- should we expect a decision to be Richard Olicker - Steven Madden - made on the use of cash? President, COO - --------------------------------- I would say, you know, with the Jamie Karson - Steven Madden - addition of Candie's, which was CEO predominantly a department store launch, and with some of the reduction in l.e.i. Well, as we said earlier, you coming from the department stores, it's know, we have our Board kind of awash from an overall wholesale authorization in place to buy standpoint. But I would say that we are back shares, and a strong cash still pretty much equally distributed in position, as you know, is the specialty channels and department critical to our business, and it store channels. allows us to do certain things and pursue certain opportunities, ---------------------------------------- which we are doing. It's hard to John Shanley - Wells Fargo Securities - say for sure; I can't say to you Analyst today that we are aggressively in the market buying back shares. We Okay, and that's likely to be the are weighing that as an case in the back half as well? opportunity. We are certainly opportunistic there. We're going ---------------------------------------- to be opening up stores this Richard Olicker - Steven Madden - year; that's going to take up President, COO some of our money, and we are always pursuing strategic Yes. acquisitions. ---------------------------------------- - --------------------------------- John Shanley - Wells Fargo Securities - Ezra Fallowman - J.L. Advisors Analyst (ph) - Analyst Okay, great. Just on the store Okay, great. Thanks, guys. portion of your business, can you give us a store count at the end of Q1 and - --------------------------------- also what your expectations are in terms Operator of number of stores you'll have open at the end of the fiscal year? -9-

- --------------------------------- ---------------------------------------- Richard Olicker - Steven Madden - Richard Olicker - Steven Madden - President, COO President, COO We had 83 at the end of -- Primarily option-related. total store count, John? ---------------------------------------- - --------------------------------- Operator John Shanley - Wells Fargo Securities - Analyst Scott Krasik, C.L. King. Yes, total store count. ---------------------------------------- Scott Krasik - C.L. King & Assoc. - - --------------------------------- Analyst Richard Olicker - Steven Madden - President, COO Yes, just a quick follow-up on the store opening -- do you have any leases Total stores were 83 at the signed for the fourth quarter, or end of the first quarter. letters of intent for new stores? - --------------------------------- ---------------------------------------- John Shanley - Wells Fargo Richard Olicker - Steven Madden - Securities - Analyst President, COO Do you have a break-out Let's just see, hold on. between the outlet and the in-line stores? ---------------------------------------- Scott Krasik - C.L. King & Assoc. - - --------------------------------- Analyst Richard Olicker - Steven Madden - President, COO Not necessarily locations, but --? Yes, I do; let me grab it. We ---------------------------------------- have 76 Steve Madden retail Richard Olicker - Steven Madden - concept shops, one outlet, one President, COO Steven store, four Shoe-Biz stores, which we count inside our We have two leases signed -- outlets, and one Internet store. (Multiple Speakers) -- the fourth quarter. - --------------------------------- John Shanley - Wells Fargo ---------------------------------------- Securities - Analyst Jamie Karson - Steven Madden - CEO Great. Expectations for the Right. end of the fiscal year? ---------------------------------------- - --------------------------------- Scott Krasik - C.L. King & Assoc. - Jamie Karson - Steven Madden - Analyst CEO Okay. Just sort of and how you would For the second quarter, we're rake the licensing opportunities? going to open up four stores, Obviously finding a handbag partner is a Pentagon City, Bay Terrace, priority, but can you just sort of list Christiana Mall in Delaware, and out ranking in terms of priorities of Sterling Heights in Michigan. The what licensing deals you'd like to get third quarter, we're planning to involved with maybe? open four more stores in Riverchase, Birmingham, Oak Park, ---------------------------------------- Kansas City, North Point in Richard Olicker - Steven Madden - Atlanta and South Park in President, COO Charlotte. For fourth quarter, we will have to get that to you; I Our first interest is in replacing don't have that handy. natural accessory item to footwear, which is handbags. We're working on that - --------------------------------- as we speak. We see some other accessory John Shanley - Wells Fargo product categories as ripe and strong Securities - Analyst opportunities for us, namely in the areas, for example such as winter Jamie, are those all accessory items, scarves, ear muffs, anticipated being concept shops? hats, things like that. So, those are two areas that we're working on now. - --------------------------------- Jamie Karson - Steven Madden - ---------------------------------------- CEO Scott Krasik - C.L. King & Assoc. - Analyst Yes. - --------------------------------- John Shanley - Wells Fargo Securities - Analyst Okay, fine. The last question I had is the amount of diluted shares outstanding was up about 0.5 million. Was that option-related or was there something else going on? -10-

Okay. Then, you know, probably okay. Then talking about the not this year, but then you could opportunities for some of the other see watches and belts and -- brands in, like, the Famous Footwears of (multiple speakers). the world -- I mean, would you see a correlation, a pick-up, as - --------------------------------- (indiscernible) Famous Footwear, for Jamie Karson - Steven Madden - example, has just gone positive, that CEO comps -- I mean, does that --? I think the more meaningful ---------------------------------------- category would be apparel, and Richard Olicker - Steven Madden - there's no timetable on that but President, COO we are pursuing several opportunities. As it relates to Children's? - --------------------------------- ---------------------------------------- Scott Krasik - C.L. King & Assoc. Scott Krasik - C.L. King & Assoc. - - - Analyst Analyst Just two more quick ones -- at Yes. what price level does it -- is it still accretive for you to buy ---------------------------------------- back shares at 21, 20 -- in that Richard Olicker - Steven Madden - range? President, COO - --------------------------------- Yes. Jamie Karson - Steven Madden - CEO ---------------------------------------- Operator Yes. One final question from Mark Cooper - --------------------------------- (ph), Wells Capital. Scott Krasik - C.L. King & Assoc. - - Analyst ---------------------------------------- Mark Cooper - Wells Capital - Analyst Okay. Are there any areas of distribution or maybe changing Good morning. I'm looking at the for your kid's business that you fully diluted share count. Somebody are either getting into this year mentioned this a minute ago. It looks or moving away from? like, in the last three years, it's gone up about 20 percent, and cash has also - --------------------------------- continued to rise. I look at your Richard Olicker - Steven Madden - industry and it just seems to me it's President, COO pretty mature. I don't see how you can deploy that capital. It's hard for me to As I said on the call, we've contemplate what sort of strategic hired a new President of the decisions you could make that would eat Children's division, and we are up the cash balance that you have and really organizing ourselves along why that shouldn't be deployed to buying a similar branding strategy for in the dilution that's been put on the all of our brands in Children's, Company through options in the last as we have in our other couple of years. It's hard for me to divisions. So, for example, one contemplate, with your free cash flow of the areas of new distribution and the cash on the balance sheet, what is higher-end for Steve Madden in the world could Steve Madden possibly Children's product, meaning Steve do that would require that cash? Madden in the sock label distributed at better department ---------------------------------------- stores and higher-end specialty Richard Olicker - Steven Madden - independent shoe stores, of which President, COO it's a small business but we want the best product -- leather I think the best answer, Mark, is uppers, leather linings -- for that we could do some of a lot of Steve Madden-branded products in things. One could be a share repurchase; the high-end -- Stevies and another could be an intelligent, Candie's taking lower accretive acquisition; another could be distribution channels, although a more aggressive expansion strategy as Candie's mimicking the it relates to our own retail stores; distribution channels of Candie's another could be the opening of our own women's product in department business, outside of footwear, or an stores below, say, a Nordstrom acquisition outside of juniors in level. footwear. We think that by tiering the So, I disagree with you in your distribution channel within assumption that there's nothing that we Children's, we're going to absorb can find to do with our cash. more marketshare. With the hiring of specific product-development ---------------------------------------- people for the Children's Mark Cooper - Wells Capital - Analyst product, we're going to be incorporating more fit and comfort features within the product itself, so we're really focused a little bit more directly into the Children's businesses from a distribution, from a sales and from a product development standpoint. We believe that that should pay dividends over the next year. - --------------------------------- Scott Krasik - C.L. King & Assoc. - - Analyst -11-

I didn't say that there was ---------------------------------------- nothing; I was saying it is hard for me to contemplate because Disclaimer certainly, in the last three to four years as a company, you CCBN reserves the right to make changes haven't done anything with it; to documents, content, or other you've continued to accumulate information on this web site without capital and not be a net spender obligation to notify any person of such of capital. So, it's basically a changes. drain on the return on the equity of the Company. That's just In the conference calls upon which Event reading straight from the numbers Transcripts are based, companies may that you publish. So, I think the make projections or other industry is not growing enough forward-looking statements regarding a for you to make those kinds of variety of items. Such forward-looking things - -those decisions you're statements are based upon current talking about. I think that we've expectations and involve risks and diluted the EPS by issuing the uncertainties. Actual results may differ shares and the options, which I'm materially from those stated in any fine for, but the Company could forward-looking statement based on a easily use its capital right now number of important factors and risks, to rein in that dilution. which are more specifically identified in the companies' most recent SEC - --------------------------------- filings. Although the companies may Jamie Karson - Steven Madden - indicate and believe that the CEO assumptions underlying the forward-looking statements are You are correct. reasonable, any of the assumptions could prove inaccurate or incorrect and, - --------------------------------- therefore, there can be no assurance Arvind Dharia - Steven Madden - that the results contemplated in the CFO forward-looking statements will be realized. Let me let you know, in 2001, we bought back 900,000 shares -- THE INFORMATION CONTAINED IN EVENT (Multiple Speakers) -- right now, TRANSCRIPTS IS A TEXTUAL REPRESENTATION Company-owned 1.2 million OF THE APPLICABLE COMPANY'S CONFERENCE treasury stocks. If we bought CALL AND WHILE EFFORTS ARE MADE TO back -- not like the last four PROVIDE AN ACCURATE TRANSCRIPTION, THERE years, (indiscernible) last two MAY BE MATERIAL ERRORS, OMISSIONS, OR years, we are (indiscernible). INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO - --------------------------------- WAY DOES CCBN OR THE APPLICABLE COMPANY Mark Cooper - Wells Capital - ASSUME ANY RESPONSIBILITY FOR ANY Analyst INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS Okay. WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE - --------------------------------- APPLICABLE COMPANY'S CONFERENCE CALL Operator ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR At this time, it appears there OTHER DECISIONS. are no further questions. Please continue with any closing (C)2004, CCBN, Inc. All Rights Reserved. comments. ---------------------------------------- - --------------------------------- Jamie Karson - Steven Madden - CEO Well, we thank you for participating in the call, and we look forward to speaking with you on the next call. Thank you. - --------------------------------- Operator Ladies and gentlemen, that does conclude our conference call for today. You may all disconnect and thank you for participating. -12-