CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE
                        SECURITIES EXCHANGE ACT OF 1934,
                       AS ADOPTED PURSUANT TO SECTION 302
                       OF THE SARBANES-OXLEY ACT OF 2002

I, Arvind Dharia, certify that:

    1.   I have reviewed this quarterly report on Form 10-Q of Steven Madden
         Ltd.;

    2.   Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

    4.   The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
         registrant and we have:

           a)  designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others with those entities, particularly during
               the period in which this quarterly report is being prepared;

           b)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               quarterly report based on such evaluation; and

           c)  disclosed in this quarterly report any change in the registrant's
               internal control over financial reporting that occurred during
               the period covered by the quarterly report that has been
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

    5.   The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):


Dated: August 13, 2003                      /s/ ARVIND DHARIA
                                           -------------------------------------
                                           Arvind Dharia
                                           Chief Financial Officer