UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): February 1, 2006


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


      Delaware                       000-23702                  13-3588231
--------------------------------------------------------------------------------
(State or other jurisdiction     (Registration Number)        (IRS Employer
     of incorporation)                                       Identification No.)


 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


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)


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:

[ ]  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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 1, 2006, Steven Madden, Ltd. (the "Company") and Arvind Dharia (the
"Executive") executed Amendment Number 3 to Employment Agreement ("Amendment
Number 3 to Employment Agreement"), which further amended the Employment
Agreement, dated as of January 1, 1998, by and between the Company and the
Executive, as previously amended. Attached hereto and incorporated herein by
reference as Exhibit 10.1 is Amendment Number 3 to Employment Agreement.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Not applicable

(b)      Not applicable

(c)      Exhibit 10.1   Amendment Number 3 to Employment Agreement between the
                        Company and Arvind Dharia, dated as of February 1, 2006.



                                    SIGNATURE

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


                                       STEVEN MADDEN, LTD.

                                       By: /s/ JAMIESON A. KARSON
                                           -------------------------------------
                                           Name:   Jamieson A. Karson
                                           Title:  Chief Executive Officer


Date:  February 1, 2006



                                  EXHIBIT INDEX


DOC. NO.          DOCUMENT DESCRIPTION

Exhibit 10.1      Amendment Number 3 to Employment Agreement between the Company
                  and Arvind Dharia, dated as of February 1, 2006