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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 10-Q

|(Mark One)                                               
|---------------------------------------------------------
|                                                         
|x                                                        
|                                                         
|For the quarterly period ended June 28, 2003             
|                                                         
|OR                                                       
|                                                         
|o                                                        
|                                                         
|For the transition period from ___________ to ___________
|                                                         
|Commission File Number 0-23669                           
|                                                         
|SHOE PAVILION, INC.                                      
|(Exact name of Registrant as Specified in its Charter)   

|Delaware                                                       |  | 94-3289691                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification Number)
|                                                               |  |                                     
|1380 Fitzgerald Drive, Pinole, California 94564               
|(Address of principal executive offices)   (Zip Code)         
|                                                              
|(510) 222-4405                                                
|(Registrants telephone number, including area code)          

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yesx | Noo
|---- | ---

Indicate by check
mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

|Yeso | Nox
|---- | ---

Indicate the number
of shares outstanding of each of the issuers classes of Common Stock, as of the latest practicable date.

As of August  1, 2003 the Registrant had 6,800,000 shares of
Common Stock outstanding.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on
Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which provides a safe harbor for these types of statements.  These forward-looking
statements are subject to risks and uncertainties and the Companys actual results could differ materially from managements current expectations. These factors include, without limitation, the financial impact of discontinuing the
operation of the licensed shoe departments at Gordmans department stores, competitive pressures in the footwear industry, changes in the level of consumer spending on or preferences in footwear merchandise, economic and other factors affecting
retail market conditions, the Companys ability to purchase attractive name brand merchandise at reasonable discounts, the availability of desirable store locations as well as managements ability to negotiate acceptable lease terms and
maintain supplier and business relationships and open new stores in a timely manner and the uncertainties related to the Companys decision to contract with an outside third party for its warehouse and distribution functions. Other risk factors
are detailed in the Companys filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements.

SHOE PAVILION,
INC. INDEX TO FORM 10-Q

|                                  |                                                                                       | Page
|--------------------------------- | ------------------------------------------------------------------------------------- | ----
|                                  |                                                                                       |     
|PART I                           
|FINANCIAL INFORMATION            
|                                  |                                                                                      
|Item 1                           | Condensed Consolidated Financial Statements (Unaudited):                              |     
|                                  | Condensed Consolidated Balance Sheets                                                 | 3   
|                                  | Condensed Consolidated Statements of Operations                                       | 4   
|                                  | Condensed Consolidated Statements of Cash Flows                                       | 5   
|                                  | Notes to Condensed Consolidated Financial Statements                                  | 6   
|Item 2                           | Managements Discussion and Analysis of Financial Condition and Results of Operations | 8   
|Item 3                           | Quantitative and Qualitative Disclosures About Market Risk                            | 10  
|Item 4                           | Controls and Procedures                                                               | 10  
|                                  |                                                                                       |     
|PART II                          
|OTHER INFORMATION                
|                                  |                                                                                      
|Item 1                           | Legal Proceedings                                                                     | 11  
|Item 4                           | Submission of Matters to a Vote of Security Holders                                   | 11  
|Item 6                           | Exhibits and Reports on Form 8-K                                                      | 11  
|                                  |                                                                                      
|Signatures                        | 12                                                                                   
|Certification by Dmitry Beinus    | 13                                                                                   
|Certification by John D. Hellmann | 14                                                                                   

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PART IFINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements.

The following
financial statements and related financial information are filed as part of this report:

Shoe Pavilion, Inc.Condensed Consolidated Balance Sheets (Unaudited)

|(In thousands, except share data)                                                              |  | June 28, 2003 |        | December 28, 2002 |  
|---------------------------------------------------------------------------------------------- |  | ------------- | ------ | ----------------- | -
|                                                                                               |  |               |        |                   |  
|ASSETS                                                                                         |  |               |        |                   |  
|Current assets                                                                                 |  |               |        |                   |  
|Cash                                                                                           |  | $             | 854    |                   | $
|Accounts receivable                                                                            |  |               | 31     |                   |  
|Income tax receivables                                                                         |  |               | 1,553  |                   |  
|Inventories                                                                                    |  |               | 29,646 |                   |  
|Deferred income taxes and prepaid expenses                                                     |  |               | 1,007  |                   |  
|                                                                                               |  |               |        |                   |  
|Total current assets                                                                           |  |               | 33,091 |                   |  
|Property and equipment, net                                                                    |  |               | 3,628  |                   |  
|Deferred income taxes and other                                                                |  |               | 1,168  |                   |  
|                                                                                               |  |               |        |                   |  
|Total assets                                                                                   |  | $             | 37,887 |                   | $
|                                                                                               |  |               |        |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                           |  |               |        |                   |  
|Current liabilities                                                                            |  |               |        |                   |  
|Accounts payable                                                                               |  | $             | 5,998  |                   | $
|Accrued expenses                                                                               |  |               | 2,828  |                   |  
|                                                                                               |  |               |        |                   |  
|Total current liabilities                                                                      |  |               | 8,826  |                   |  
|Long-term debt                                                                                 |  |               | 6,965  |                   |  
|Deferred rent                                                                                  |  |               | 1,820  |                   |  
|                                                                                               |  |               |        |                   |  
|Total liabilities                                                                              |  |               | 17,611 |                   |  
|                                                                                               |  |               |        |                   |  
|Commitments and contingencies                                                                  |  |               |       |                   |  
|Stockholders equity                                                                           |  |               |        |                   |  
|Preferred stock- $.001 par value; 1,000,000 shares authorized; no shares issued or outstanding |  |               |       |                   |  
|Common stock- $.001 par value; 15,000,000 shares authorized; 6,800,000 issued and outstanding  |  |               | 7      |                   |  
|Additional paid-in capital                                                                     |  |               | 13,967 |                   |  
|Retained earnings                                                                              |  |               | 6,302  |                   |  
|                                                                                               |  |               |        |                   |  
|Total stockholders equity                                                                     |  |               | 20,276 |                   |  
|                                                                                               |  |               |        |                   |  
|Total liabilities and stockholders equity                                                     |  | $             | 37,887 |                   | $
|                                                                                               |  |               |        |                   |  

See notes to condensed consolidated financial statements.

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Shoe Pavilion, Inc.Condensed Consolidated Statements of Operations (Unaudited)

|(In thousands, except per share amounts and number of stores) |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|------------------------------------------------------------- |  | -------------------- | ------ | ---------------------- | - | ------------- | - | ------------- | ------ | - | - | ------ | -
|                                                              |  | Thirteen weeks ended |        | Twenty-six weeks ended |  
|                                                              |  |                      |        |                        |  
|                                                              |  | June 28, 2003        |        | June 29, 2002          |   | June 28, 2003 |   | June 29, 2002 |       
|                                                              |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Net sales                                                     |  | $                    | 21,162 |                        | $ | 22,740        |   | $             | 39,745 |   | $ | 44,155 |  
|Cost of sales and related occupancy expenses                  |  |                      | 15,030 |                        |   | 14,834        |   |               | 29,376 |   |   | 29,641 |  
|                                                              |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Gross profit                                                  |  |                      | 6,132  |                        |   | 7,906         |   |               | 10,369 |   |   | 14,514 |  
|Selling, general and administrative expenses                  |  |                      | 6,440  |                        |   | 7,086         |   |               | 12,814 |   |   | 13,540 |  
|                                                              |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Income (loss) from operations                                 |  |                      | (308   | )                      |   | 820           |   |               | (2,445 | ) |   | 974    |  
|Interest expense                                              |  |                      | (76    | )                      |   | (27           | ) |               | (136   | ) |   | (62    | )
|Other income                                                  |  |                      |       |                        |   | 64            |   |               |       |   |   | 70     |  
|                                                              |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Income (loss) before taxes                                    |  |                      | (384   | )                      |   | 857           |   |               | (2,581 | ) |   | 982    |  
|Income tax provision (benefit)                                |  |                      | (153   | )                      |   | 329           |   |               | (1,032 | ) |   | 377    |  
|                                                              |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Net income (loss)                                             |  | $                    | (231   | )                      | $ | 528           |   | $             | (1,549 | ) | $ | 605    |  
|                                                              |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Earnings (loss) per share:                                    |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Basic                                                         |  | $                    | (0.03  | )                      | $ | 0.08          |   | $             | (0.23  | ) | $ | 0.09   |  
|Diluted                                                       |  | $                    | (0.03  | )                      | $ | 0.08          |   | $             | (0.23  | ) | $ | 0.09   |  
|Weighted average shares outstanding:                          |  |                      |        |                        |   |               |   |               |        |   |   |        |  
|Basic                                                         |  |                      | 6,800  |                        |   | 6,800         |   |               | 6,800  |   |   | 6,800  |  
|Diluted                                                       |  |                      | 6,800  |                        |   | 6,813         |   |               | 6,800  |   |   | 6,809  |  
|Stores operated at end of period                              |  |                      |        |                        |   |               |   |               | 87     |   |   | 82     |  

See notes to condensed consolidated financial statements.

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Shoe Pavilion, Inc.Condensed Consolidated Statements of Cash Flows (Unaudited)

|(In thousands)                                                                          |  |                        |        |               |   |        |  
|--------------------------------------------------------------------------------------- |  | ---------------------- | ------ | ------------- | - | ------ | -
|                                                                                        |  | Twenty-six weeks ended |       
|                                                                                        |  |                        |       
|                                                                                        |  | June 28, 2003          |        | June 29, 2002 |  
|                                                                                        |  |                        |        |               |   |        |  
|Operating activities:                                                                   |  |                        |        |               |   |        |  
|Net income (loss)                                                                       |  | $                      | (1,549 | )             | $ | 605    |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities |  |                        |        |               |   |        |  
|Depreciation and amortization                                                           |  |                        | 770    |               |   | 781    |  
|Asset impairment expense                                                                |  |                        | 42     |               |   |       |  
|Loss (gain) on disposition of assets                                                    |  |                        | 7      |               |   | (51    | )
|Effect of changes in:                                                                   |  |                        |        |               |   |        |  
|Inventories                                                                             |  |                        | 4,014  |               |   | 860    |  
|Receivables                                                                             |  |                        | (212   | )             |   | (190   | )
|Prepaid expenses and other                                                              |  |                        | (269   | )             |   | 5      |  
|Accounts payable                                                                        |  |                        | (222   | )             |   | (406   | )
|Accrued expenses and deferred rent                                                      |  |                        | (209   | )             |   | 496    |  
|                                                                                        |  |                        |        |               |   |        |  
|Net cash provided by operating activities                                               |  |                        | 2,372  |               |   | 2,100  |  
|                                                                                        |  |                        |        |               |   |        |  
|Investing activities:                                                                   |  |                        |        |               |   |        |  
|Purchase of property and equipment                                                      |  |                        | (771   | )             |   | (243   | )
|Proceeds from sale of asset                                                             |  |                        |       |               |   | 305    |  
|                                                                                        |  |                        |        |               |   |        |  
|Net cash provided (used) in investing activities                                        |  |                        | (771   | )             |   | 62     |  
|                                                                                        |  |                        |        |               |   |        |  
|Financing activities:                                                                   |  |                        |        |               |   |        |  
|Payments on credit facility, net                                                        |  |                        | (1,526 | )             |   | (2,140 | )
|Principal payments on capital leases                                                    |  |                        |       |               |   | (3     | )
|                                                                                        |  |                        |        |               |   |        |  
|Net cash (used) by financing activities                                                 |  |                        | (1,526 | )             |   | (2,143 | )
|                                                                                        |  |                        |        |               |   |        |  
|Net increase in cash                                                                    |  |                        | 75     |               |   | 19     |  
|Cash, beginning of period                                                               |  |                        | 779    |               |   | 803    |  
|                                                                                        |  |                        |        |               |   |        |  
|Cash, end of period                                                                     |  | $                      | 854    |               | $ | 822    |  
|                                                                                        |  |                        |        |               |   |        |  
|Non cash investing activity:                                                            |  |                        |        |               |   |        |  
|Disposal of asset under capital lease financing                                         |  | $                      |       |               | $ | 44     |  

See notes to condensed consolidated financial statements.

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Shoe Pavilion, Inc.Notes to Condensed Consolidated Financial Statements

1.  Basis of Presentation

General -The accompanying unaudited condensed consolidated financial statements have been prepared from the records of Shoe Pavilion, Inc. (the Company) without audit, and in the opinion of management, include all adjustments necessary to
present fairly the financial position of the Company and the results of its operations and its cash flows for the periods presented. The balance sheet as of December 28, 2002 presented herein has been derived from the audited financial statements of
the Company included in the Annual Report on Form 10-K for the year ended December 28, 2002.

The significant accounting policies followed by the Company are described in Note 2 to the audited
consolidated financial statements for the year ended December 28, 2002.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted for purposes of the condensed consolidated interim financial statements. The condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated
financial statements, including the notes thereto, for the year ended December 28, 2002.

The results of operations for the thirteen weeks and twenty-six weeks ended June 28, 2003 presented herein
are not necessarily indicative of the results to be expected for the full year.

Comprehensive Income (Loss)and net income (loss) are the same.

Impairment of Long-Lived AssetsThe Company reviews long lived assets for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Management evaluates the
carrying value of assets associated with stores which have been open longer than 14 months. Using its best estimates based upon reasonable assumptions and projections, the Company records an impairment loss to write down the assets to their
estimated fair value if the carrying values of such assets exceed their related expected future cash flows. The impairment loss is recorded in selling, general and administrative expenses. Managements estimates and assumptions used in the
projections are subject to a high degree of judgement and if actual results differ, additional losses may be recorded.

During the second quarter of 2003 the Company identified four stores where
the carrying values of their long-lived assets would not be recoverable through future cash flows. Accordingly an impairment loss of $42,000 was recorded during the thirteen weeks ended June 28, 2003 to write down such assets to their estimated fair
value.

Stock- Based Compensation -The Company accounts for its stock option plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employeesand its related interpretations. Accordingly, no compensation expense has been recognized in the financial statements for stock option arrangements.

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The following table illustrates the effect on net income (loss) and net income (loss) per share if the Company had applied the fair value recognition provisions of Statement
of Financial Accounting  Standards (SFAS) No. 123, as amended by SFAS No. 148, Accounting for Stock Based Compensation.

|                                                                                                |  | Thirteen weeks ended |          | Twenty-six weeks ended |  
|----------------------------------------------------------------------------------------------- |  | -------------------- | -------- | ---------------------- | -
|                                                                                                |  |                      |          |                        |  
|                                                                                                |  | June 28, 2003        |          | June 29, 2002          |  
|                                                                                                |  |                      |          |                        |  
|Net income (loss), as reported                                                                  |  | $                    | (231,000 | )                      | $
|Deduct stock-based compensation determined under fair value method, net of related tax benefits |  |                      | (1,222   | )                      |  
|                                                                                                |  |                      |          |                        |  
|Pro forma net income (loss)                                                                     |  | $                    | (232,222 | )                      | $
|                                                                                                |  |                      |          |                        |  
|Net income (loss) per share:                                                                    |  |                      |          |                        |  
|As reported:                                                                                    |  |                      |          |                        |  
|Basic and diluted                                                                               |  | $                    | (0.03    | )                      | $
|Pro forma:                                                                                      |  |                      |          |                        |  
|Basic and diluted                                                                               |  | $                    | (0.03    | )                      | $

2. Recently Issued Accounting Standards

In June 2002, the Financial Accounting Standards Board  issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses accounting for restructuring and similar costs.
SFAS 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3. SFAS 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under
Issue No. 94-3, a liability for an exit cost was recognized at the date of the companys commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may
affect the timing of recognizing future restructuring costs as well as the amounts recognized. The statement also requires certain financial statement disclosures to be included in the notes to the financial statements that include the period in
which an exit or disposal activity is initiated and any subsequent period until the related activity is completed. The Company adopted the provisions of SFAS No. 146 for store closures initiated after December 28, 2002. Adoption did not have a
significant impact on the Companys financial position or results of operations.

3. Financing Agreements

In April 2003 the Company
entered into a new loan agreement with Wells Fargo Retail Finance, LLC. The loan agreement expires on April 18, 2006 and provides financing for up to $20.0 million, including a $5.0 million sublimit for the issuance of letters of credit. Borrowings
under the new facility are based upon a percentage of eligible inventory less certain reserves. Borrowings are secured by inventory, equipment, general intangibles and other rights to payments. The agreement prohibits the payment of cash dividends.
The agreement contains various restrictive covenants including a limitation on the amount of capital expenditures and the number of stores the Company may open and close during any fiscal year.  Interest on borrowings will be at prime plus up
to .25% or Libor plus 1.75% to 2.25% depending on the amount the Company has available for advances under the line of credit. The Company paid off the amount outstanding on its previous loan agreement from proceeds provided from its new loan
facility. The average interest rate on outstanding borrowings at June 28, 2003 was 3.07%. As of June 28, 2003 approximately $7.0 million was available for advances under the line of credit.

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Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations.

Overview

GeneralShoe Pavilion, Inc., a Delaware corporation, operates as a single business segment of off-price shoe stores located in California, Washington and Oregon, under the name
Shoe Pavilion. The Company had 87 and 82 stores open as of June 28, 2003 and June 29, 2002, respectively. In July 1999, the Company entered into a licensing agreement to operate the shoe departments of Gordmans, Inc. department stores located in the
Midwest. On June 14, 2002, the license agreement with Gordmans department stores was terminated and the Company discontinued operating the 40 licensed shoe departments in Gordmans department stores. There were no sales from the licensed shoe
departments for the twenty-six weeks ended June 28, 2003.

Results of Operations

Net sales. Net sales decreased 6.9% to $21.2
million for thirteen weeks ended June 28, 2003 from net sales of $22.7 million for the same period last year. The decrease in net sales was primarily attributable to the discontinuation of the Gordmans licensed shoe departments in June 2002 and to
the 7.6% decrease in comparable store net sales. The decline in net sales was partially offset by the net sales generated from eleven new stores, including the Companys internet store, opened in 2003 and 2002 (net of eight closed). Net sales
from the Companys retail stores and Gordmans licensed shoe departments were $21.2 million and $0.0 million, respectively, for the thirteen weeks ended June 28, 2003 compared to $20.5 million and $2.2 million, respectively, for the same period
last year.

Net Sales for the twenty-six weeks ended June 28, 2003 were $39.7 million, a 10.0% decrease from net sales of $44.2 million for the same period ended June 29, 2002. The decrease in net
sales was primarily attributable to the discontinuation of the Gordmans licensed shoe departments in June 2002 and to the 8.3% decrease in comparable store net sales. The decline in net sales was partially offset by the net sales generated from
eleven new stores, including the Companys internet store, opened in 2003 and 2002 (net of eight closed). Net sales from the Companys retail stores and Gordmans licensed shoe departments were $39.7 million and $0.0 million, respectively,
for the twenty-six weeks ended June 28, 2003 compared to $39.2 million and $5.0 million, respectively, for the same period last year. Future net sales will be impacted as the Company no longer operates the licensed shoe departments.

Gross Profit. Cost of sales includes landed merchandise and occupancy costs and for the thirteen weeks and twenty-six weeks ended June 29, 2002 the license fee paid to Gordmans for the licensed shoe
departments.  Gross profit decreased 22.4% to $6.1 million for the thirteen weeks ended June 28, 2003 from $7.9 million for the same period in 2002. Gross profit as a percentage of net sales decreased to 29.0% for the thirteen weeks ended June
28, 2003 from 34.8% for the same period last year. For the twenty-six weeks ended June 28, 2003 gross profit decreased 28.6% to $10.4 million from $14.5 million for the comparable period last year. Gross profit as a percentage of net sales decreased
to 26.1% for the twenty-six weeks ended June 28, 2003 from 32.9% for the same period last year. The decrease in gross profit as a percentage of net sales was primarily due to higher merchandise cost in part due to increased sales on branded label
merchandise versus private label merchandise which generally has a lower cost and the increase in occupancy costs as a percentage of net sales. The increase in occupancy costs as a percentage of net sales was primarily due to the decrease in
comparable store net sales and higher occupancy costs as a percentage of net sales for the eleven new stores opened.

Selling, General and Administrative Expenses.For the thirteen weeks
ended June 28, 2003 selling, general and administrative expenses decreased by $646,000 or 9.1% compared to the same period last year and decreased as a percentage of net sales to 30.4% from 31.2%. For the twenty-six weeks ended June 28, 2003,
selling, general and administrative expenses decreased $726,000 or 5.4% compared to the same period last year and increased as a percentage of net sales to 32.2% from 30.7%. The decrease in selling, general and administrative expenses for the
thirteen weeks and twenty-six weeks ended June 28, 2003 is principally due to the reduction in legal fees and costs of approximately $600,000 and a decrease in payroll costs, warehousing and freight costs partially offset by increases in advertising
and insurance costs. During the quarter ended June 29, 2002 the Company incurred legal fees and costs of approximately $500,000 as part of a settlement of a class action suit filed against the Company.  The decrease in payroll and freight costs
are due to the net reduction in stores principally due to the discontinuation

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of the 40 Gordman licensed shoe departments. For the twenty-six weeks ended June 28, 2003 the Company realized cost reductions compared to the same period last year related to
the outsourcing of its warehousing and distribution operations in March 2002. The increase in selling, general and administrative expenses as a percentage of net sales for the twenty-six weeks ended June 28, 2003 is in part due to increased
advertising.  Advertising as a percentage of net sales increased to 4.6% for the twenty-six weeks ended June 28, 2003 from 3.6% for the same period last year. In an effort to increase sales, the Company intends to increase advertising expense
for the remainder of 2003 compared to the same period in 2002.

Interest Expense. Interest expense increased to $76,000 for the thirteen weeks ended June 28, 2003 from $27,000 for the
comparable period in 2002. For the twenty-six weeks ended June 28, 2003 interest expense increased to $136,000 from $62,000 from the same period in 2002.  The increase in interest expense for the thirteen weeks and twenty six- weeks ended June
28, 2003 was attributable to higher average borrowings on the Companys revolving line of credit partially offset by a lower average interest rate on outstanding borrowings.

Income
Taxes. The effective tax rate for the thirteen weeks and twenty-six weeks ended June 28, 2003 was approximately 40% as compared to 38.4% for the same period last year.

Liquidity and
Capital Resources

Historically, the Company has funded its cash requirements primarily through cash flows from operations and borrowings under its credit facility. Net cash provided by
operating activities was $2.4 million for the twenty-six weeks ended June 28, 2003 compared to $2.1 million for the same period last year. Net cash provided by operating activities historically has been driven primarily by net income before
depreciation and fluctuations in inventory and accounts payable. For the twenty-six weeks ended June 28, 2003 net cash provided by operating activities was driven by the decrease in inventory. Merchandise inventory decreased approximately $4.0
million to $29.6 million at June 28, 2003 from $33.7 million at December 28, 2002. This decrease in inventory is the result of the Companys efforts to improve liquidity. Excluding changes in operating assets and liabilities, $730,000 was used
in operations compared to $1.3 million provided from operations for the same period last year.

Capital expenditures for the twenty-six weeks ended June 28, 2003 were $771,000.  These
expenditures are primarily related to the remodeling of three stores, leasehold improvements and fixtures and equipment for two stores that opened in April 2003 and leasehold improvements for the corporate office. The Company expects capital
expenditures for 2003 to be less than the $1.0 million maximum allowed under its new loan agreement. The actual amount for capital expenditures will depend in part on the number of stores remodeled and new stores opened.

Financing activities used cash of $1.5 million and $2.1 million for the twenty six weeks ended June 28, 2003 and June 29, 2002, respectively. The cash used by financing during these periods primarily relates to the
pay down on the Companys revolving line of credit.

In April 2003 the Company entered into a new loan agreement with Wells Fargo Retail Finance, LLC. The loan agreement expires on April 18,
2006 and provides financing for up to $20.0 million including, a $5.0 million sublimit for the issuance of letters of credit. Borrowings under the new facility are based upon a percentage of eligible inventory less certain reserves. Borrowings are
secured by inventory, equipment, general intangibles and other rights to payments. The agreement prohibits the payment of cash dividends. The agreement contains various restrictive covenants including a limitation on the amount of capital
expenditures and the number of stores the Company may open and close during any fiscal year.  Interest on borrowings will be at prime plus up to .25% or Libor plus 1.75% to 2.25% depending on the amount the Company has available for advances
under the line of credit. The Company paid off the amount outstanding on its previous loan agreement from proceeds provided from its new loan facility. The average interest rate on outstanding borrowings at June 28, 2003 was 3.07%. As of June 28,
2003 approximately $7.0 million was available for advances under the line of credit.

The Company expects that anticipated cash flows from operations and available borrowings under the
Companys new credit facility will satisfy its cash requirements for at least the next 12 months.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the
information reported in the Companys Form 10-K for the year ended December 28, 2002.

Item 4.  Controls and Procedures

Within the 90 days prior to the filing date of this report, the Chief Executive
Officer and the Chief Financial Officer of the Company, with the participation of the Companys management, carried out an evaluation of the effectiveness of the Companys disclosure controls and procedures pursuant to the Securities
Exchange Act Rule 13a-14.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer believe that, as of the date of the evaluation, the Companys disclosure controls and procedures are effective in
making known to them material information relating to the Company (including its consolidated subsidiary) required to be included in this report.

There were no significant changes in the
Companys internal controls or in other factors that could significantly affect internal controls, known to the Chief Executive Officer or the Chief Financial Officer, subsequent to the date of the evaluation.

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##### Table of Contents

PART IIOTHER INFORMATION

Item 1. Legal Proceedings

On May 31, 2002 the Company filed a lawsuit against Gordmans department stores in
Douglas County, Nebraska.  In the suit the Company claimed that Gordmans violated the terms of the license agreement the parties entered into in July 1999 by improperly withholding approximately $474,000 due the Company from shoe
department sales and by making unauthorized markdowns and discounts of approximately $384,000.  The Company was seeking $858,000, which included the $474,000 withheld by Gordmans.

In a
counterclaim against the Company, Gordmans asserted that it was entitled to $546,000 because the Company violated the license agreement by engaging in a liquidation sale, failed to maintain adequate inventory and did not perform required
advertising.  The violations alleged in the counterclaim apparently formed the basis for Gordmans decision to withhold the $474,000 due the Company.

In April 2003 the Company and Gordmans
settled the lawsuit and the case was dismissed. The resolution of this matter did not have a material impact on the Companys financial statements.

Item 4. Submission of Matters to a Vote of Security Holders

In May 2003, the Company submitted to shareholders two matters both of which were approved at the annual
meeting held on May 16, 2003. The matters were: (1) to elect four directors to serve on the board of directors until the next annual meeting of stockholders and until their successors shall have been elected; and (2) to ratify the selection of
Deloitte & Touche LLP as independent auditors for the Company.

At the annual meeting, the following directors received the following
votes:

|                 |  | FOR |           | WITHHELD | 
|---------------- |  | --- | --------- | -------- | 
|                 |  |     |           |          | 
|Dmitry Beinus    |  |     | 6,497,204 |          | 
|Denise Ellwood   |  |     | 6,516,074 |          | 
|David H. Folkman |  |     | 6,515,574 |          | 
|Peter G. Hanelt  |  |     | 6,515,574 |          | 

The shareholders ratified the selection of Deloitte & Touche LLP as independent auditors for the
Company for the fiscal year ending January 3, 2004 with voting as follows: 6,557,074 For, 10,684 Against, and 4,500 Abstain.

Item 6.  Exhibits and Reports on Form 8-K

| | (a) | Exhibits required to be filed by Item 601 of Regulation S-K:                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                 
| |     | 99.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |     |                                                                                                                                 
| |     | 99.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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##### Table of Contents

| | (b) | Reports on Form 8-K filed during the quarter ended June 28, 2003:                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                
| |     | (i) On May 19, 2003 the Company filed a Form 8-K reporting under item 12 the issuance of a press release announcing the Companys operating results for the first quarter ended March
29, 2003.
| |     |                                                                                                                                                                                                
| |     | (ii) On May 12, 2003 the Company filed a Form 8-K reporting under item 5 the new credit facility the Company entered into with Wells Fargo Retail Finance, LLC dated April 24,
2003.           

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 thereunto duly authorized on the 8th day of August 2003.

| | SHOE PAVILION, INC., as Registrant
| | ----------------------------------
| |                                   
| | By                                
| |                                   
| |                                   
| |                                   
| | By                                
| |                                   
| |                                   

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##### Table of Contents

CERTIFICATION

|I, Dmitry Beinus, certify that:                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                        
|1.              I have reviewed this quarterly report on Form 10-Q of  Shoe Pavilion, Inc.                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                        
|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 officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|5.             The registrants other certifying officers 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):                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|6.             The registrants other certifying officers and I have indicated in this quarterly report
whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

|Date:  August 8, 2003 |   
|--------------------- | --
|                      | By
|                      |   
|                      |   

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##### Table of Contents

CERTIFICATION

|I, John D. Hellmann, certify that:                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                        
|1.             I have reviewed this quarterly report on Form 10-Q of  Shoe Pavilion, Inc.                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                        
|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 officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|5.             The registrants other certifying officers 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):                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                        
|6.             The registrants other certifying officers and I have indicated in this quarterly report
whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

|Date:  August 8, 2003 |   
|--------------------- | --
|                      | By
|                      |   
|                      |   
|                      |   
|                      |   

14