UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              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):  May 5, 2004

                               Shoe Pavilion, Inc.
               (Exact Name of Registrant as Specified in Charter)

               Delaware                   0-23669               94-3289691
     (State or Other Jurisdiction       (Commission            (IRS Employer
           of Incorporation)           File Number)         Identification No.)


1380 Fitzgerald Drive, Pinole CA  94564
(Address of Principal Executive Offices)    (Zip Code)

Registrant's telephone number, including area code: 510-222-4405

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Item 7.  Financial Statements and Exhibits

Number   Exhibit

99.1     Press Release issued May 5, 2004.



Item 12.  Results of Operations and Financial Condition.

      On May 5, 2004, the Company issued a press release announcing its
operating results for the first quarter and year ended April 3, 2004.

      A copy of the Company's May 5, 2004 press release is attached hereto as
Exhibit 99.1.





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                                   SIGNATURES


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.

                                  Shoe Pavilion, Inc.
                                  (Registrant)


Date  May 5, 2004                 By   /s/ John D. Hellmann
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                                      John D. Hellmann
                                      Vice President and Chief Financial Officer













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