<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
                                                           REGISTRATION NO. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                         _______________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                         _______________________________

                              SHOE PAVILION, INC.

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                         _______________________________


              DELAWARE                                    94-3289691
     (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                           3200-F REGATTA BOULEVARD
                              RICHMOND, CA 94804
                                (510) 970-9775
                   (ADDRESS OF  PRINCIPAL EXECUTIVE OFFICES)
                         _______________________________
                              Shoe Pavilion, Inc.
                    Nonemployee Director Stock Option Plan
                           (Full Title of the Plan)
                         _______________________________
                                 DMITRY BEINUS
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              SHOE PAVILION, INC.
                           3200-F REGATTA BOULEVARD
                              RICHMOND, CA 94804
                                (510) 970-9775
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:

                                JOHN F. SEEGAL
                                BRETT E. COOPER
                      ORRICK, HERRINGTON & SUTCLIFFE LLP
                       OLD FEDERAL RESERVE BANK BUILDING
                              400 SANSOME STREET
                     SAN FRANCISCO, CALIFORNIA  94111-3143
                                (415) 392-1122

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
================================================================================================================
                                      AMOUNT            PROPOSED             PROPOSED            AMOUNT OF
    TITLE OF EACH CLASS OF             TO BE        MAXIMUM OFFERING    MAXIMUM AGGREGATE      REGISTRATION
  SECURITIES TO BE REGISTERED       REGISTERED      PRICE PER SHARE     OFFERING PRICE(1)           FEE
                                                          (1)
----------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>                 <C>                    <C>
Common Stock, and Options to
Purchase Common Stock.........     100,000 shares        $7.585             $758,500               $224
================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1), on the basis of $7.688 per share, the average
     of the high and low price of the Common Stock on the Nasdaq National Market
     on March 24, 1998 with respect to the shares remaining subject to future
     options, and on the basis of the actual exercise price with respect to
     shares subject to outstanding options.

================================================================================

<PAGE>

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference in this registration
statement: (i) the latest prospectus (dated February 23, 1998) of Shoe Pavilion,
Inc. (the "Company") filed pursuant to the Securities Act of 1933; (ii) all
other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the date of such
prospectus; and (iii) the description of the Company's common stock set forth in
the Company's Registration Statement on Form S-1 relating thereto, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The FIFTH Section of the Company's Certificate of Incorporation provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, to the fullest extent permitted by the General Corporation Law of the
State of Delaware. Article V of the Company's By-Laws provides for
indemnification of officers and directors to the full extent and in the manner
permitted by Delaware law. Section 145 of the Delaware General Corporation Law
makes provision for such indemnification in terms sufficiently broad to cover
officers and directors under certain circumstances for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act").

     The Company has entered into indemnification agreements with each director
and executive officer, which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

ITEM 8.   EXHIBITS

          EXHIBIT
          NUMBER         NAME
          ------         ----

           4.1      Shoe Pavilion, Inc. Nonemployee Director Stock Option Plan
                    with form of non-qualified stock option agreement
                    (incorporated by reference to Exhibit 10.3 to the Company's
                    Registration Statement on Form S-1, Commission File No. 333-
                    41877).

           5.1      Opinion of Orrick, Herrington & Sutcliffe LLP as to legality
                    of the Common Stock

          23.1      Consent of Deloitte & Touche LLP

          23.2      Consent of Orrick, Herrington & Sutcliffe LLP is contained
                    in Exhibit 5.1 to this Registration Statement.

          24.1      Powers of Attorney (see Page 4)

                                       2
<PAGE>

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, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and the
information 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 section 15(d) of the Securities Exchange Act of 1934 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 shall be deemed to be the initial bona
fide offering thereof.

               (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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, 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 foregoing provisions, 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 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.

                                       3

<PAGE>

                                  SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of 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 the City of Richmond, State of California on the 31st day of
March, 1998.

                                      SHOE PAVILION, INC.
                                      (Registrant)


                                      By: /s/    Dmitry Beinus
                                          --------------------------------------
                                      Dmitry Beinus
                                      (Chairman of the Board of Directors, Chief
                                      Executive Officer and President)


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dmitry Beinus and Gary Schwartz, or
either of them, each with the power of substitution, his or her attorney-in-
fact, to sign any amendments to this Registration Statement (including post-
effective amendments), and to file the same, together with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his or her substitute or substitutes, may do or cause to be done by
virtue hereof.

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


<TABLE>
<CAPTION>
              SIGNATURE                                         CAPACITY                              DATE
              ---------                                         --------                              ----
<S>                                             <C>                                              <C>
/s/ Dmitry Beinus                                Chairman of the Board of Directors,             March 31, 1998
--------------------------------------          Chief Executive Officer and President
Dmitry Beinus                                       (Principal Executive Officer)

/s/ Gary A. Schwartz                            Director, Vice President of Finance and          March 31, 1998
--------------------------------------             Chief Financial Officer (Principal
Gary A. Schwartz                                    Financial Officer and Principal
                                                          Accounting Officer)

/s/ Peter G. Hanelt                                             Director                         March 29, 1998
--------------------------------------
Peter G. Hanelt

/s/ David H. Folkman                                            Director                         March 28, 1998
--------------------------------------
David H. Folkman
</TABLE>

                                       4

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
           EXHIBIT                                                                         PAGE
           NUMBER        NAME                                                             NUMBER
           ------        ----                                                             ------
           <S>           <C>                                                              <C>
            4.1          Shoe Pavilion, Inc. Nonemployee Director Stock Option
                         Plan with form of non-qualified stock option agreement
                         (incorporated by reference to Exhibit 10.3 to the
                         Company's Registration Statement on Form S-1,
                         Commission File No. 333-41877).

            5.1          Opinion of Orrick, Herrington & Sutcliffe LLP as to
                         legality of the Common Stock

           23.1          Consent of Deloitte & Touche LLP

           23.2          Consent of Orrick, Herrington & Sutcliffe LLP is
                         contained in Exhibit 5.1 to this Registration
                         Statement.

           24.1          Powers of Attorney (see Page 4)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 15426}]
{"company-data": {"conformed-name": "SHOE PAVILION INC", "cik": "0001051009", "assigned-sic": "5661", "irs-number": "911216453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49007", "film-number": "98583770"}, "business-address": {"street1": "3200-F REGATTA BLVD.", "city": "RICHMOND", "state": "CA", "zip": "94804", "phone": "5109709775"}, "mail-address": {"street1": "3200-F REGATTA BLVD", "city": "RICHMOND", "state": "CA", "zip": "94804"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
                                                           REGISTRATION NO. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                         _______________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                         _______________________________

                              SHOE PAVILION, INC.

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                         _______________________________

              DELAWARE                                    94-3289691
     (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                           3200-F REGATTA BOULEVARD
                              RICHMOND, CA 94804
                                (510) 970-9775
                   (ADDRESS OF  PRINCIPAL EXECUTIVE OFFICES)
                         _______________________________
                              Shoe Pavilion, Inc.
                    Nonemployee Director Stock Option Plan
                           (Full Title of the Plan)
                         _______________________________
                                 DMITRY BEINUS
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              SHOE PAVILION, INC.
                           3200-F REGATTA BOULEVARD
                              RICHMOND, CA 94804
                                (510) 970-9775
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:

                                JOHN F. SEEGAL
                                BRETT E. COOPER
                      ORRICK, HERRINGTON & SUTCLIFFE LLP
                       OLD FEDERAL RESERVE BANK BUILDING
                              400 SANSOME STREET
                     SAN FRANCISCO, CALIFORNIA  94111-3143
                                (415) 392-1122
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                      AMOUNT            PROPOSED             PROPOSED            AMOUNT OF
    TITLE OF EACH CLASS OF             TO BE        MAXIMUM OFFERING    MAXIMUM AGGREGATE      REGISTRATION
  SECURITIES TO BE REGISTERED       REGISTERED      PRICE PER SHARE     OFFERING PRICE(1)           FEE
                                                          (1)
----------------------------------------------------------------------------------------------------------------
Common Stock, and Options to
Purchase Common Stock.........     100,000 shares        $7.585             $758,500               $224
================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1), on the basis of $7.688 per share, the average
     of the high and low price of the Common Stock on the Nasdaq National Market
     on March 24, 1998 with respect to the shares remaining subject to future
     options, and on the basis of the actual exercise price with respect to
     shares subject to outstanding options.

================================================================================
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference in this registration
statement: (i) the latest prospectus (dated February 23, 1998) of Shoe Pavilion,
Inc. (the "Company") filed pursuant to the Securities Act of 1933; (ii) all
other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the date of such
prospectus; and (iii) the description of the Company's common stock set forth in
the Company's Registration Statement on Form S-1 relating thereto, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The FIFTH Section of the Company's Certificate of Incorporation provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, to the fullest extent permitted by the General Corporation Law of the
State of Delaware. Article V of the Company's By-Laws provides for
indemnification of officers and directors to the full extent and in the manner
permitted by Delaware law. Section 145 of the Delaware General Corporation Law
makes provision for such indemnification in terms sufficiently broad to cover
officers and directors under certain circumstances for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act").

     The Company has entered into indemnification agreements with each director
and executive officer, which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

ITEM 8.   EXHIBITS

          EXHIBIT
          NUMBER         NAME
          ------         ----

           4.1      Shoe Pavilion, Inc. Nonemployee Director Stock Option Plan
                    with form of non-qualified stock option agreement
                    (incorporated by reference to Exhibit 10.3 to the Company's
                    Registration Statement on Form S-1, Commission File No. 333-
                    41877).

           5.1      Opinion of Orrick, Herrington & Sutcliffe LLP as to legality
                    of the Common Stock

          23.1      Consent of Deloitte & Touche LLP

          23.2      Consent of Orrick, Herrington & Sutcliffe LLP is contained
                    in Exhibit 5.1 to this Registration Statement.

          24.1      Powers of Attorney (see Page 4)

                                       2
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, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and the
information 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 section 15(d) of the Securities Exchange Act of 1934 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 shall be deemed to be the initial bona
fide offering thereof.

               (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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, 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 foregoing provisions, 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 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.

                                       3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of 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 the City of Richmond, State of California on the 31st day of
March, 1998.

                                      SHOE PAVILION, INC.
                                      (Registrant)

                                      By: /s/    Dmitry Beinus
                                          --------------------------------------
                                      Dmitry Beinus
                                      (Chairman of the Board of Directors, Chief
                                      Executive Officer and President)

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dmitry Beinus and Gary Schwartz, or
either of them, each with the power of substitution, his or her attorney-in-
fact, to sign any amendments to this Registration Statement (including post-
effective amendments), and to file the same, together with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his or her substitute or substitutes, may do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                         CAPACITY                              DATE
              ---------                                         --------                              ----
/s/ Dmitry Beinus                                Chairman of the Board of Directors,             March 31, 1998
--------------------------------------          Chief Executive Officer and President
Dmitry Beinus                                       (Principal Executive Officer)

/s/ Gary A. Schwartz                            Director, Vice President of Finance and          March 31, 1998
--------------------------------------             Chief Financial Officer (Principal
Gary A. Schwartz                                    Financial Officer and Principal
                                                          Accounting Officer)

/s/ Peter G. Hanelt                                             Director                         March 29, 1998
--------------------------------------
Peter G. Hanelt

/s/ David H. Folkman                                            Director                         March 28, 1998
--------------------------------------
David H. Folkman
4
EXHIBIT INDEX
EXHIBIT                                                                         PAGE
           NUMBER        NAME                                                             NUMBER
           ------        ----                                                             ------
4.1          Shoe Pavilion, Inc. Nonemployee Director Stock Option
                         Plan with form of non-qualified stock option agreement
                         (incorporated by reference to Exhibit 10.3 to the
                         Company's Registration Statement on Form S-1,
                         Commission File No. 333-41877).

            5.1          Opinion of Orrick, Herrington & Sutcliffe LLP as to
                         legality of the Common Stock

           23.1          Consent of Deloitte & Touche LLP

           23.2          Consent of Orrick, Herrington & Sutcliffe LLP is
                         contained in Exhibit 5.1 to this Registration
                         Statement.

           24.1          Powers of Attorney (see Page 4)