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: July 22, 2004


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

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


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

Registrant's telephone number, including area code:               (718) 446-1800
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Item 7(c). Exhibits. -------- 99.1 Press Release of Steven Madden, Ltd., dated July 22, 2004, reporting its earnings expectations for the second quarter and full year 2004. Item 12. Results of Operations and Financial Condition. --------------------------------------------- On July 22, 2004, Steven Madden, Ltd. issued a press release to report its earnings expectations for the second quarter and full year 2004. A copy of the press release is furnished as Exhibit 99.1 to this report and 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: July 23, 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
                                                     Financial Dynamics
                                                     (212) 850-5600
FOR IMMEDIATE RELEASE
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                  STEVEN MADDEN, LTD. PROVIDES BUSINESS UPDATE

LONG ISLAND CITY, N.Y. - July 22, 2004 - Steven Madden, Ltd. (NASDAQ: SHOO), a
leading designer, wholesaler and marketer of fashion footwear for women, men and
children, today provided an update on various business matters.

         The Company currently expects to report second quarter net sales in the
range of $85 million to $86 million, compared with $85.7 million in the same
period of the prior year. This reflects an increase in total retail sales of
approximately 18% and a same-store sales increase of approximately 15% for the
quarter. Net sales also include a decline in wholesale revenues of approximately
6% versus the comparable period.

         As anticipated, the market has remained challenging, and during the
quarter the Company's l.e.i., Madden Mens and Stevies wholesale divisions faced
even greater pressure than expected. These businesses experienced declining
sales within a very demanding markdown environment, which had a greater than
planned impact on the Company's wholesale margins. Nevertheless, due to strength
in the Company's retail division, overall gross margins held steady in
comparison to the same quarter last year. In addition, as the Company has
communicated in recent periods, an ongoing transition into new categories to
meet shifting industry trends and the integration of new divisions have required
additional expenses including greater advertising support as well as investments
in key design and sales personnel. Finally, professional, consulting and
accounting expenses increased to a higher than expected level during the quarter
in large part due to Sarbanes-Oxley compliance requirements.

         As a result of the above factors, the Company anticipates that second
quarter earnings will range between $0.25 and $0.28 per diluted share.

         With respect to the outlook for the full year, after a review of the
trends and plans for the year, the Company is currently comfortable with
confirming the previously announced expectations for a total annual sales
increase of low single digits over 2003. However, as a result of the second
quarter's lower than anticipated sales at wholesale, related lower gross margin
in that division, and an expectation that the trend will continue in the
near-term, the Company is updating its annual earnings expectations for 2004.
The Company currently anticipates that full year earnings will be between $1.00
and $1.03 per diluted share on 14,500,000 diluted weighted average shares
outstanding.

         The Company separately announced that pursuant to its share repurchase
program, during the second quarter the Company completed the repurchase of
85,200 shares of its common stock at an average price of $18.79.

Jamieson Karson, Chief Executive Officer, commented, "We believe the recent stock repurchase represents a productive use of capital, reflects our continued confidence in the Company's long-term prospects, and underscores our commitment to enhancing shareholder value. "Moreover, we continue to take comfort in the core elements of our business - tremendous brand equity, a strong business model, and a pristine balance sheet which boasts no debt, approximately $67 million in cash, cash equivalents and investment securities and stockholders' equity of over $166 million. Although we remain cautious about the future and conservative in our near-term outlook, we remain fiercely focused on expanding the very successful retail division of our business, leveraging our brands through licensing opportunities, and considering strategic acquisitions that will further diversify the business and position us for long-term success." Second Quarter Earnings Announcement and Conference Call Information - -------------------------------------------------------------------- The Company intends to report its final second quarter results on Tuesday, July 27, 2004 and will hold a conference call the same day at 10 a.m. Eastern Time. The conference call will be broadcast live over the Internet and interested investors can access the call by logging onto: http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=113367&eventID=920446. - ------------------------------------------------------------------------------------- An online archive of the broadcast will be available within one hour of the conclusion of the call and will be accessible until August 10, 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, handbags, 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. ###