March 28, 2006 8KA DOC


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K/A


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2006

Shoe Pavilion, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware
0-23669
94-3289691
 (State of other jurisdiction of incorporation)
 (Commission File Number)
(I.R.S. Employer Identification Number)

13245 Riverside Drive, Suite 450
Sherman Oaks, California    91423

(Address of principal executive offices including zip code)

(818) 907 9975
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



     This Form 8-K/A is filed to correct the text display in Exhibit 99.1 of the Form 8-K filed on March 28, 2006. The document has been filed in its entirety.

Item 8.01    Other Events

     On March 24, 2006, Shoe Pavilion, Inc. announced the pricing of an underwritten secondary public offering of its Common Stock. A copy of the March 24, 2006 press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01.    Exhibits.

Exhibit

Description

 99.1

Press Release dated March 24, 2006








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.

Date: March 28, 2006

  Shoe Pavilion, Inc.

  By:   /s/ Neil T. Watanabe
 
        Name: Neil T. Watanabe
        Title: Executive Vice President and Chief Financial Officer








EXHIBIT INDEX

Exhibit

Description

 99.1

Press Release dated March 24, 2006      Also provided in PDF format as a courtesy.