<PAGE>

  As filed with the Securities and Exchange Commission on November 19, 1996,
                                                 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)
                                       
   30,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
                                       
                           (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


                                       1

<PAGE>



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                              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,                       30,000                $5.50 (2)           $165,000         $49.95
par value $.0001 per share
                                                                                               ------
Total                                                                                          $49.95
</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.




                                       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 September
30, 1996.

     (2)      Quarterly Report on Form 10-QSB for the quarter ended June 30,
1996.

     (3)      Quarterly Report on Form 10-QSB for the quarter ended March 31,
1996.

     (4)      Annual Report on Form 10-KSB/A for the year ended December 31,
1995.

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except as so modified or superseded, to constitute a part of this registration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


                                       3

<PAGE>



     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

     Not Applicable.



                                       4

<PAGE>


     ITEM 8.  EXHIBITS


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

<TABLE>
<CAPTION>
         Exhibit No.       Document
         -----------       --------
<S>                        <C>
         4.3               Employment Agreement dated as of May 6, 1996 between the Corporation and Faye S.
                           Weisberg.

         4.4               Stock Option Agreement dated as of May 6, 1996 between the Corporation and Faye S.
                           Weisberg.

         5.1               Opinion of Bernstein & Wasserman, LLP.

         23.1              Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.1).

         23.2              Consent of Richard A. Eisner & Company, LLP.
</TABLE>


     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 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;



                                         5

<PAGE>

     (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 18th day of November,
1996.


                                         STEVEN MADDEN, LTD


                                         By: /s/Steven 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                November 18, 1996
-------------------------        the Board, President
Steven Madden                    and Chief Executive
                                 Officer


/s/Rhonda Brown                  Chief Operating Officer    November 18, 1996
-------------------------        and Director
Rhonda Brown                                 

/s/Arvind Dharia                 Chief Financial and        November 18, 1996
-------------------------        Accounting Officer
Arvind Dharia                    and Director


/s/John L. Madden                Director                   November 18, 1996
-------------------------        
John L. Madden


/s/Peter Migliorini              Director                   November 18, 1996

-------------------------
Peter Migliorini


/s/Leg Wagner                    Director                   November 18, 1996
-------------------------
Les Wagner




                                       7

<PAGE>


                                       
                              STEVEN MADDEN, LTD

                                   EXHIBITS

                                      TO

                      REGISTRATION STATEMENT ON FORM S-8




                                       8

<PAGE>


                               INDEX TO EXHIBITS




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

4.3               Employment Agreement dated as of May 6, 1996 between the 
                  Corporation and Faye S. Weisberg.

4.4               Stock Option Agreement dated as of May 6, 1996 between the 
                  Corporation and Faye S. Weisberg.

5.1               Opinion of Bernstein & Wasserman, LLP.

23.1              Consent of Bernstein & Wasserman, LLP (included in Exhibit
                  5.1).

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


                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16562}]
{"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": "333-16381", "film-number": "96669135"}, "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 19, 1996,
                                                 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)
                                       
   30,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
                                       
                           (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

                                       1
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,                       30,000                $5.50 (2)           $165,000         $49.95
par value $.0001 per share
                                                                                               ------
Total                                                                                          $49.95
--------------

(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.

                                       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 September
30, 1996.

     (2)      Quarterly Report on Form 10-QSB for the quarter ended June 30,
1996.

     (3)      Quarterly Report on Form 10-QSB for the quarter ended March 31,
1996.

     (4)      Annual Report on Form 10-KSB/A for the year ended December 31,
1995.

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

                                       3
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

     Not Applicable.

                                       4
ITEM 8.  EXHIBITS

     The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No.       Document
         -----------       --------
4.3               Employment Agreement dated as of May 6, 1996 between the Corporation and Faye S.
                           Weisberg.

         4.4               Stock Option Agreement dated as of May 6, 1996 between the Corporation and Faye S.
                           Weisberg.

         5.1               Opinion of Bernstein & Wasserman, LLP.

         23.1              Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.1).

         23.2              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 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;

                                         5
(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 18th day of November,
1996.

                                         STEVEN MADDEN, LTD

                                         By: /s/Steven 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                November 18, 1996
-------------------------        the Board, President
Steven Madden                    and Chief Executive
                                 Officer

/s/Rhonda Brown                  Chief Operating Officer    November 18, 1996
-------------------------        and Director
Rhonda Brown                                 

/s/Arvind Dharia                 Chief Financial and        November 18, 1996
-------------------------        Accounting Officer
Arvind Dharia                    and Director

/s/John L. Madden                Director                   November 18, 1996
-------------------------        
John L. Madden

/s/Peter Migliorini              Director                   November 18, 1996

-------------------------
Peter Migliorini

/s/Leg Wagner                    Director                   November 18, 1996
-------------------------
Les Wagner

                                       7
STEVEN MADDEN, LTD

                                   EXHIBITS

                                      TO

                      REGISTRATION STATEMENT ON FORM S-8

                                       8
INDEX TO EXHIBITS

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

4.3               Employment Agreement dated as of May 6, 1996 between the 
                  Corporation and Faye S. Weisberg.

4.4               Stock Option Agreement dated as of May 6, 1996 between the 
                  Corporation and Faye S. Weisberg.

5.1               Opinion of Bernstein & Wasserman, LLP.

23.1              Consent of Bernstein & Wasserman, LLP (included in Exhibit
                  5.1).

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

                                       7