CERTIFICATE OF MERGER
                                       OF
                               STEVEN MADDEN, LTD.
                            (A NEW YORK CORPORATION)
                                       AND
                               STEVEN MADDEN, LTD.
                            (A DELAWARE CORPORATION)



         It is hereby certified that:

         1. The constituent  business  corporations  participating in the merger
herein certified are :

                  (i)   Steven Madden Ltd., which is incorporated under the laws
of the State of New York ("Madden N.Y."); and

                  (ii) Steven Madden Ltd., which is incorporated  under the laws
of the State of Delaware ("Madden Del.").

         2. An  Agreement  and  Plan  of  Merger  has  been  approved,  adopted,
certified,  executed  and  acknowledged  by  each of the  aforesaid  constituent
corporations  in accordance with the provisions of subsection (c) of Section 252
of the General Corporation Law of the State of Delaware,  to wit, by Madden N.Y.
in accordance  with the State of its  incorporation  and by Madden Del. the same
manner as is provided in Section 251 of the General Corporation Law of the State
of Delaware.

         3. The name of the surviving corporation in the merger herein certified
is Madden Del., which will continue its existence as said surviving  corporation
under its present name upon the  effective  date of said merger  pursuant to the
provisions of the General Corporation Law of the State of Delaware.

         4. The Certificate of Incorporation of Madden Del., as now in force and
effect,  shall continue to be the Certificate of Incorporation of said surviving
corporation  until amended and changed pursuant to the provisions of the General
Corporation Law of the State of Delaware.

         5. The  executed  Agreement  and Plan of Merger  between the  aforesaid
constituent  corporations  is on file at the principal  place of business of the
aforesaid surviving corporation, the address of which is as follows:

                           52-16 Barnett Avenue
                           Long Island City, NY  11104




         6. A copy  of the  aforesaid  Agreement  and  Plan  of  Merger  will be
furnished by the aforesaid surviving corporation,  on request, and without cost,
to any stockholder of each of the aforesaid constituent corporations.

         7. The authorized capital stock of Madden N.Y. consists of 10,876,393
shares with $.0001 par value.

Dated:  November 17, 1998

                                    STEVEN MADDEN, LTD. (a New York Corporation)



                                    By: /s/   STEVEN MADDEN
                                       -----------------------------------------
                                       Name:  Steven Madden
                                       Title: President & CEO


Dated:  November 17, 1998


                                    STEVEN MADDEN, LTD. (a Delaware Corporation)



                                    By: /s/   STEVEN MADDEN
                                       -----------------------------------------
                                       Name:  Steven Madden
                                       Title: President & CEO