<PAGE>

   As filed with the Securities and Exchange Commission on November 3, 1997

                                                    Registration No. -__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

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

        New York                                                 13-3588231
(State or other juris-                                        (I.R.S. Employer
diction of organization)                                     Identification No.)

                52-16 Barnett Avenue, Long Island City, NY 11104
               (Address of Principal Executive Offices) (Zip Code)

    20,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
    6,400 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
    9,200 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
                                 1996 STOCK PLAN
                                 1997 STOCK PLAN
                            (Full title of the plan)

                                  Steven Madden
                                    President
                               Steven Madden, Ltd.
                              52-16 Barnett Avenue
                           Long Island City, NY 11104
                     (Name and address of agent for service)

                                 (718) 446-1800
                     (Telephone number, including area code,
                              of agent for service)
                                                              continued overleaf

<PAGE>


<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed
                                                              Proposed                  maximum
Title of                            Amount                    maximum                   aggregate                  Amount of
securities                          to be                     offering price            offering                   registration
to be registered                    registered(1)             per Share                 price(2)                   fee
----------------                    -------------             ---------                 --------                   ---

<S>                                 <C>                       <C>                       <C>                       <C>   
Common Stock,                           20,000                $2.00 (2)                 $   40,000                $     12.12
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                            6,400                $3.75 (2)                 $   24,000                $      7.27
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                            9,200                $5.875 (2)                $   54,050                $     16.38
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                          375,000                $6.9375 (3)               $2,601,563                $    788.36
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                        1,000,000                $6.9375 (3)               $6,937,500                $  2,102.27
par value $.0001 per share                                                                                   
                                                                                                                  -----------

Total                                                                                                             $  2,926.40
</TABLE>



(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as
     amended ("Securities Act"), this registration statement also covers an
     indeterminate number of shares as may be required by reason of any stock
     dividend, recapitalization, stock split, reorganization, merger,
     consolidation, combination or exchange of shares or other similar change
     affecting the stock.

(2)  The proposed maximum offering price per share is based upon the designated
     exercise price as stated in the Stock Option Agreement under which the
     option was granted.

(3)  Estimated solely for the purpose of calculating the registration fee based
     upon the closing price of the shares of Common Stock on October 28, 1997 of
     $6.9375 reported on The Nasdaq National Market.




                                        2

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

     The following documents or portions thereof, as filed with the Securities
and Exchange Commission by Steven Madden, Ltd., a New York corporation (the
"Corporation"), are incorporated herein by reference:

     (1)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997.

     (2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.

     (3)  Proxy Statement on Schedule 14A dated May 30, 1997.

     (4)  Annual Report on Form 10-KSB for the period ended December 31, 1996.

     (5)  The description of the Common Stock, par value $.0001 per share
          ("Common Stock"), of the Corporation contained in the Corporation
          registration statement filed under Section 12 of the Exchange Act,
          including any amendment or report filed for the purpose of updating
          such description.

     All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed,


                                        3

<PAGE>




except as so modified or superseded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

Not Applicable.


Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Article IV of the By-Laws provides as follows:


                                  "ARTICLE IV"

                                 INDEMNIFICATION

     Indemnification. The Corporation shall (a) indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense of
settlement of such action or suit, (b) indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director or officer of the Corporation,
or served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, for expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding, in each case to the fullest extent
permissible under the indemnification provisions of Section 722 of the New York
Business Corporation Law or any successor statute and (c) advance reasonable and
necessary expenses in connection with such actions or suits, and not seek
reimbursement of such expenses unless there is a specific determination that the
officer or director is not entitled to such indemnification. The foregoing right
of indemnification shall in no way be exclusive of any other rights of
indemnification to which any such persons may be entitled, under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

     Item 7. Exemption from Registration Claimed



                                        4

<PAGE>



     Not Applicable.

     Item 8. Exhibits

The following is a complete list of exhibits filed as a part of this
registration statement:

Exhibit No.       Document
-----------       --------

5.1               Opinion of Bernstein & Wasserman, LLP.

10.22             Consulting Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.23             Stock Option Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.24             Consulting Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.25             Stock Option Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.26             Stock Option Agreement dated as of January 7, 1997 between the
                  Corporation and Hampel Stefanides, Inc.

10.27             1996 Stock Plan.

10.28             1997 Stock Plan.

23.1              Consent of Richard A. Eisner & Company, LLP.

     Item 9. Undertakings

     A. The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement;

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
     Securities Act of 1933;


     (ii) To reflect in the  prospectus  any facts or events  arising  after the
     effective date of the registration


                                        5

<PAGE>



     statement  (or the most recent  post-effective  amendment  thereof)  which,
     individually  or in the  aggregate,  represent a fundamental  change in the
     information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

     provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if the
     information is required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time be deemed to be the initial bona fide
offering thereof; and;

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable, In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person in

connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                        6

<PAGE>



                                   SIGNATURES


     Pursuant to the requirement of the Securities Act of 1933, as amended, the
Registrant, certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Long Island City, New York, on the 29th day of October,
1997.


                                          STEVEN MADDEN, LTD


                                          By: /s/Steve Madden
                                             ------------------------------
                                             Steven Madden
                                             Chairman of the Board, President
                                             and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                              Date
---------                                            -----                              ----
<S>                                                  <C>                                <C>
/s/Steven Madden                                     Chairman of                        October 29, 1997
---------------------------------                    the Board, President
Steven Madden                                        and Chief Executive
                                                     Officer

/s/Rhonda Brown                                      Chief Operating Officer            October 29, 1997
---------------------------------                    and Director
Rhonda Brown                                         


/s/Arvind Dharia                                     Chief Financial and                October 29, 1997
---------------------------------                    Accounting Officer
Arvind Dharia                                        and Director      
                                                     

/s/John Basile                                       Executive Vice President           October 29, 1997
---------------------------------                    and Director
John Basile                                         



/s/John L. Madden                                    Director                           October 29, 1997
---------------------------------
John L. Madden


/s/Peter Migliorini                                  Director                           October 29, 1997
---------------------------------
Peter Migliorini


/s/Les Wagner                                        Director                           October 29, 1997
---------------------------------
Les Wagner
</TABLE>


                                        7

<PAGE>



                               STEVEN MADDEN, LTD

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8




                                        8

<PAGE>

                                INDEX TO EXHIBITS


Exhibit No.       Document
-----------       --------

5.1               Opinion of Bernstein & Wasserman, LLP.

10.22             Consulting Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.23             Stock Option Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.24             Consulting Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.25             Stock Option Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.26             Stock Option Agreement dated as of January 7, 1997 between the
                  Corporation and Hampel Stefanides, Inc.

10.27             1996 Stock Plan.

10.28             1997 Stock Plan.

23.1              Consent of Richard A. Eisner & Company, LLP.


                                       9
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19783}]
{"company-data": {"conformed-name": "MADDEN STEVEN LTD", "cik": "0000913241", "assigned-sic": "3140", "irs-number": "133588231", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39335", "film-number": "97706675"}, "business-address": {"street1": "52-16 BARNETT AVE", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11104", "phone": "2123431800"}, "mail-address": {"street1": "52-16 BARNETT AVENUE", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11104"}}
As filed with the Securities and Exchange Commission on November 3, 1997

                                                    Registration No. -__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

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

        New York                                                 13-3588231
(State or other juris-                                        (I.R.S. Employer
diction of organization)                                     Identification No.)

                52-16 Barnett Avenue, Long Island City, NY 11104
               (Address of Principal Executive Offices) (Zip Code)

    20,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
    6,400 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
    9,200 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
                                 1996 STOCK PLAN
                                 1997 STOCK PLAN
                            (Full title of the plan)

                                  Steven Madden
                                    President
                               Steven Madden, Ltd.
                              52-16 Barnett Avenue
                           Long Island City, NY 11104
                     (Name and address of agent for service)

                                 (718) 446-1800
                     (Telephone number, including area code,
                              of agent for service)
                                                              continued overleaf
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed
                                                              Proposed                  maximum
Title of                            Amount                    maximum                   aggregate                  Amount of
securities                          to be                     offering price            offering                   registration
to be registered                    registered(1)             per Share                 price(2)                   fee
----------------                    -------------             ---------                 --------                   ---
Common Stock,                           20,000                $2.00 (2)                 $   40,000                $     12.12
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                            6,400                $3.75 (2)                 $   24,000                $      7.27
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                            9,200                $5.875 (2)                $   54,050                $     16.38
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                          375,000                $6.9375 (3)               $2,601,563                $    788.36
par value $.0001 per share                                                                                        
                                                                                                                  
Common Stock,                        1,000,000                $6.9375 (3)               $6,937,500                $  2,102.27
par value $.0001 per share                                                                                   
                                                                                                                  -----------

Total                                                                                                             $  2,926.40
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as
     amended ("Securities Act"), this registration statement also covers an
     indeterminate number of shares as may be required by reason of any stock
     dividend, recapitalization, stock split, reorganization, merger,
     consolidation, combination or exchange of shares or other similar change
     affecting the stock.

(2)  The proposed maximum offering price per share is based upon the designated
     exercise price as stated in the Stock Option Agreement under which the
     option was granted.

(3)  Estimated solely for the purpose of calculating the registration fee based
     upon the closing price of the shares of Common Stock on October 28, 1997 of
     $6.9375 reported on The Nasdaq National Market.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

     The following documents or portions thereof, as filed with the Securities
and Exchange Commission by Steven Madden, Ltd., a New York corporation (the
"Corporation"), are incorporated herein by reference:

     (1)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997.

     (2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.

     (3)  Proxy Statement on Schedule 14A dated May 30, 1997.

     (4)  Annual Report on Form 10-KSB for the period ended December 31, 1996.

     (5)  The description of the Common Stock, par value $.0001 per share
          ("Common Stock"), of the Corporation contained in the Corporation
          registration statement filed under Section 12 of the Exchange Act,
          including any amendment or report filed for the purpose of updating
          such description.

     All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed,

                                        3
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Article IV of the By-Laws provides as follows:

                                  "ARTICLE IV"

                                 INDEMNIFICATION

     Indemnification. The Corporation shall (a) indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense of
settlement of such action or suit, (b) indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director or officer of the Corporation,
or served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, for expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding, in each case to the fullest extent
permissible under the indemnification provisions of Section 722 of the New York
Business Corporation Law or any successor statute and (c) advance reasonable and
necessary expenses in connection with such actions or suits, and not seek
reimbursement of such expenses unless there is a specific determination that the
officer or director is not entitled to such indemnification. The foregoing right
of indemnification shall in no way be exclusive of any other rights of
indemnification to which any such persons may be entitled, under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

     Item 7. Exemption from Registration Claimed

                                        4
Not Applicable.

     Item 8. Exhibits

The following is a complete list of exhibits filed as a part of this
registration statement:

Exhibit No.       Document
-----------       --------

5.1               Opinion of Bernstein & Wasserman, LLP.

10.22             Consulting Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.23             Stock Option Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.24             Consulting Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.25             Stock Option Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.26             Stock Option Agreement dated as of January 7, 1997 between the
                  Corporation and Hampel Stefanides, Inc.

10.27             1996 Stock Plan.

10.28             1997 Stock Plan.

23.1              Consent of Richard A. Eisner & Company, LLP.

     Item 9. Undertakings

     A. The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement;

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
     Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
     effective date of the registration

                                        5
statement  (or the most recent  post-effective  amendment  thereof)  which,
     individually  or in the  aggregate,  represent a fundamental  change in the
     information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

     provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if the
     information is required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time be deemed to be the initial bona fide
offering thereof; and;

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable, In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person in

connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        6
SIGNATURES

     Pursuant to the requirement of the Securities Act of 1933, as amended, the
Registrant, certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Long Island City, New York, on the 29th day of October,
1997.

                                          STEVEN MADDEN, LTD

                                          By: /s/Steve Madden
                                             ------------------------------
                                             Steven Madden
                                             Chairman of the Board, President
                                             and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.
Signature                                            Title                              Date
---------                                            -----                              ----
/s/Steven Madden                                     Chairman of                        October 29, 1997
---------------------------------                    the Board, President
Steven Madden                                        and Chief Executive
                                                     Officer

/s/Rhonda Brown                                      Chief Operating Officer            October 29, 1997
---------------------------------                    and Director
Rhonda Brown                                         

/s/Arvind Dharia                                     Chief Financial and                October 29, 1997
---------------------------------                    Accounting Officer
Arvind Dharia                                        and Director      
                                                     

/s/John Basile                                       Executive Vice President           October 29, 1997
---------------------------------                    and Director
John Basile                                         

/s/John L. Madden                                    Director                           October 29, 1997
---------------------------------
John L. Madden

/s/Peter Migliorini                                  Director                           October 29, 1997
---------------------------------
Peter Migliorini

/s/Les Wagner                                        Director                           October 29, 1997
---------------------------------
Les Wagner
7
STEVEN MADDEN, LTD

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                        8
INDEX TO EXHIBITS

Exhibit No.       Document
-----------       --------

5.1               Opinion of Bernstein & Wasserman, LLP.

10.22             Consulting Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.23             Stock Option Agreement dated as of May 1, 1997 between the
                  Corporation and The Vayness Corporation, Ltd.

10.24             Consulting Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.25             Stock Option Agreement dated as of August 23, 1994 between the
                  Corporation and Stephen Drescher.

10.26             Stock Option Agreement dated as of January 7, 1997 between the
                  Corporation and Hampel Stefanides, Inc.

10.27             1996 Stock Plan.

10.28             1997 Stock Plan.

23.1              Consent of Richard A. Eisner & Company, LLP.

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