WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 23, 2004

                               STEVEN MADDEN, LTD.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                       0-23702                  13-3588231
----------------------------    -----------------------   ----------------------
(State or Other Jurisdiction   (Commission File Number)      (IRS Employer
      of Incorporation)                                   Identification Number)

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

Registrant's telephone number, including area code:        (718) 446-1800

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 8.01     Other Events.

On December 23, 2004, Steven Madden, Ltd. (the "Company") issued a press release
to announce that the Outside Directors of the Company had sent a letter dated
December 23, 2004 to Barington Capital Group, L.P. ("Barington") in response to
a letter dated December 13, 2004 that was sent to the Company from Barington and
was filed with the Securities and Exchange Commission as Exhibit 99.4 to
Amendment No. 3 to the Schedule 13D filed by Barington with respect to the
Company. The press release includes the full text of the letter sent on December
23, 2004 by the Outside Directors of the Company to Barington. A copy of the
December 23, 2004 press release is attached as Exhibit 99.1 to this report and
is incorporated herein by reference.

Item 9.01(c)  Financial Statements and Exhibits.

              99.1  Press Release dated December 23, 2004 regarding the letter
                    sent to Barrington from the Outside Directors of the Company
                    on December 23, 2004 and including the full text of that



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         STEVEN MADDEN, LTD.

                                         By:  /s/ JAMIESON KARSON
                                             Name:  Jamieson Karson
                                             Title: Chairman and Chief Executive

Date:  December 23, 2004