FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MADDEN STEVEN 		2. Issuer Name and Ticker or Trading Symbol

STEVEN MADDEN, LTD. [ SHOO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O STEVEN MADDEN, LTD., 52-16 BARNETT AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2009
(Street)

LONG ISLAND CITY,, NY 11104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

1/17/2012 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share   11/18/2009     S    73000   D $39.893   2032375   (1) (2) (3) (4) I   By BOCAP Corp.   (5)
Common Stock, par value $0.0001 per share   11/19/2009     S    27000   D $39.676   2005375   (1) (2) (3) (4) I   By BOCAP Corp.   (5)
Common Stock, par value $0.0001 per share                  714204   (3) (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The Form 4 filed by the reporting person on November 20, 2009 to report the sale of an aggregate of 100,000 shares of common stock of Steven Madden, Ltd. (the "Company") owned by BOCAP Corp., a corporation wholly owned by the reporting person, in sales that occurred on November 18, 2009 and November 19, 2009, overstated by 500 shares the number of shares owned by BOCAP Corp. following the reported transactions due to a subtraction error that appears in the first two rows of Column 5 of Table I. Subsequent Forms 4 filed by the reporting person on January 13, 2010, March 16, 2010 and March 22, 2010 continued the same 500 share error in Column 5 of Table 1. (Continued Below.)
( 2)  (Continuation from Footnote 1) Subsequent Forms 4 filed by the reporting person on June 16, 2010 and July 14, 2010 , which reported transactions that occurred after the stock split referenced in footnote 3 of this Form 4 continued the same 750 (split adjusted) share error in Column 5 of Table 1. As a consequence, 1,671,000 shares, rather than 1,670,250 (reflecting the correct number of shares beneficially owned), were reported as owned by BOCAP Corp. in the Form 4 filed on July 14, 2010, after which the reporting person's reporting obligations under Section 16 of the Exchange Act of 1934, as amended, terminated.
( 3)  On or about April 30, 2010, the Company effected a three-for-two stock split (effected as a stock dividend), resulting in the reporting person receiving 321,200 additional shares of common stock and BOCAP Corp. receiving 556,750 additional shares of common stock.
( 4)  This total reflects the effect of (a) a May 31, 2011 three-for-two stock split (effected as a stock dividend), which resulted in the reporting person receiving 181,800 additional shares of common stock and BOCAP Corp. receiving 735,125 additional shares of common stock, (b) sales of an aggregate of 400,000 shares of common stock by BOCAP Corp. and (c) pursuant to the terms of the Steven H. Madden July 2010 Grantor Retained Annuity Trust (the "GRAT"), the reporting person's receipt of 168,804 shares of common stock as an annuity payment made by the trustee of the GRAT, all of which occurred after the date of the reporting person's last Form 4.
( 5)  BOCAP Corp. is a corporation wholly owned by the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MADDEN STEVEN
C/O STEVEN MADDEN, LTD.
52-16 BARNETT AVENUE
LONG ISLAND CITY,, NY 11104
X


Signatures
/s/ Arvind Dharia, Attorney-in-Fact for Steven Madden Arvind Dharia, Attorney-in-Fact for Steve Madden 1/17/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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