SecProbe.io

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Mail Stop 3561

      November 22, 2005

Dmitry Beinus
Chief Executive Officer
Shoe Pavilion, Inc.
1380 Fitzgerald Drive
Pinole, CA 94564

	Re:	Shoe Pavilion, Inc.
		Registration Statement on Form S-3
      Filed October 24, 2005
		and Documents Incorporated by Reference
      File No. 333-129210

Dear Mr. Beinus:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3
1. We note that you are registering for resale 171,428 shares
issuable upon conversion of the preferred stock and 42,857 shares
issuable upon the exercise of the warrants, both in the event that
the anti-dilution provisions are triggered.  Please note that Rule
416 covers additional shares to be issued in connection with anti-
dilution provisions, and we note that you already refer to Rule
416
in the footnote to the fee table.  Further, we note that the
registration rights agreement discusses registering for resale
130%
of the securities.  Please tell us why you are registering these
additional 171,428 and 42,857 shares of common stock aside from
the
contractual obligation, and revise the disclosure accordingly.

The Company, page 5
2. We note that you plan to open up to 20 stores in fiscal 2006.
A
review of your most recent annual report on Form 10-K reveals that
you have not opened more than ten stores in any prior year.
Please
explain the basis of your belief that you will have the
opportunity
and the financial ability to open 20 more stores.  In addition,
provide the reader with an indication of the likelihood of
achieving
this goal.

Risk Factors, page 5
3. Please include a risk factor that discusses the dilution that
stockholders will experience upon the exercise of the warrants or
conversion of the preferred stock into common stock by Magnetar.
Please also discuss the effect that the issuances of common stock
upon the conversion of the preferred stock or exercise of the
warrants will have on your stock price.
4. We note that your credit facility contains restrictions on
capital
expenditures and lease obligations and limits borrowings based on
inventory and reserves.  Please add a risk factor that describes
how
the credit facility may limit your operations, expansion plans,
ability to obtain additional financing, and any other aspects of
your
business.
"We intend to open new stores at an increased rate...," page 5
5. This risk appears to deal with the possibility that you may not
be
able to grow by adding 20 stores and the risk of not being able
close
underperforming stores.  Consider separating these two concepts
into
separate risk factors.  Further, we note that on page 11 of your
most
recent Form 10-K you state that you expect that the primary source
of
future sales growth will be new store openings.  Please revise the
risk factor to describe how your future sales growth depends upon
opening these 20 additional stores on a timely basis.

 "Our failure to retain our existing senior management team ...,"
page 7
6. Identify the key personnel upon whom you depend.  Also expand
to
make this risk more specific to your company and explain why you
face
this risk.  For example are any key personnel nearing retirement?

Selling Stockholder, page 11
7. In accordance with Item 507 of Regulation S-K, please provide
the
percentage of common stock owned by the selling stockholder after
completion of the offering.
8. Please disclose how the selling stockholder acquired its shares
for resale.  We note that in your Form 8-K dated October 3, 2005,
you
presented the legal basis for the exemption from registration
relied
upon for the issuance of these shares.  In regard to responding to
this comment, please also include in your disclosure a brief
statement of the facts relied upon to make the exemption
available.
9. Is the selling stockholder a broker-dealer?  If so, identify
that
stockholder as an underwriter.
10. If the selling stockholder is an affiliate of a broker-dealer,
disclose, if true, that the seller purchased the securities to be
resold in the ordinary course of business.  Alternatively,
disclose
that the selling stockholder is an underwriter.

Information Incorporated by Reference, page 16
11. We note that you incorporated the description of the common
stock
provided in your amended Registration Statement on Form S-1, which
is
a Securities Act registration statement.  Item 12(a)(3) of Form S-
3
only allows the incorporation of a capital stock`s description
that
is contained in a registration statement filed under the Exchange
Act, not the Securities Act.  Please revise.
12. Also, in the last sentence in your description of the common
stock you have language that attempts to update your description
through any amendment or reports filed by you.  Please revise to
specify what, if any, report(s) update those descriptions.
13. Please include your Exchange Act file number for the documents
that you incorporate by reference.
14. Please update the documents you have listed to incorporate by
reference your 10-Q filed November 15, 2005.

Exhibit 5.1
15. Please have counsel confirm to us in writing that the
reference
to "laws of the State of Delaware" includes all applicable
provisions
of the Delaware Constitution and reported judicial decisions
interpreting these laws.

Form 10-K for the Fiscal Year Ended January 1, 2005

Item 1.  Business, page 3
16. Please revise to disclose the locations where you have opened
or
closed stores.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

Results of Operations, page 13

2004 Compared with 2003, page 13
17. You identify higher average selling prices and lower average
unit
costs as significant factors in the change in gross profit.
Please
quantify the individual impact on gross profit of the increase in
average selling prices and the decrease in average unit costs.
Similarly, to the extent you identify multiple factors that
contribute to material changes in other financial statement line
items, quantify each factor, to the extent practicable.  See Item
303(a) of Regulation S-K and SEC Release No. 33-8350.

Liquidity and Capital Resources, page 15
18. Please revise to quantify and describe the restrictive and
financial covenants in your credit facility.

Contractual Obligations, page 16
19. Please include a note to the table to specify that the
operating
lease obligations figure does not include insurance, taxes and
common
area maintenance (CAM) charges to which the company is obligated,
if
material.  Provide a context for the reader to understand the
impact
of such charges on your total operating lease obligations.  See
Item
303(a)(5) of Regulation S-K.

Notes to Consolidated Financial Statements

General
20. Please disclose information related to your allowance for
sales
returns in Schedule II -Valuation and Qualifying Accounts.
Alternatively, you may disclose the information in the notes to
the
financial statements.  See Rules 5-04 and 12-09 of Regulation S-X.

21. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling and general and administrative expenses line items.
Specifically address whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing
costs,
internal transfer costs, and the other costs of your distribution
network in the cost of sales line item.  If you currently exclude
a
significant portion of these costs from cost of sales, please
provide
cautionary disclosure in your Management`s Discussion and Analysis
that your gross margins may not be comparable to others, since
some
entities include the costs related to their distribution network
in
cost of sales and others like you exclude all or a portion of them
from gross margin, including them instead in a line item such as
general and administrative expenses.  To the extent material,
please
quantify in your Management`s Discussion and Analysis the amount
of
these costs excluded from cost of sales.  If you determine that
these
amounts are immaterial for disclosure, please provide us with your
qualitative and quantitative assessment of materiality for all
periods presented.
22. Please disclose the specific nature and timing of allowances
and
credits received from vendors and other entities.  Also disclose
your
accounting policy for consideration received from a vendor in
connection with the purchase or promotion of the vendor`s
products,
such as rebates, slotting fees, payments under buydown agreements,
co-operative advertising fees, and other consideration, including
the
statement of operations line item in which each of these types of
consideration is included.  Refer to EITF 02-16.  Also disclose
the
amount of any cooperative advertising payments received.
23. We note that you sell several types of products based on your
discussion of products in Item 7.  Management`s Discussion and
Analysis of Financial Condition and Results of Operations and the
product line references on your website.  Please provide the
product
line revenue disclosures required by paragraph 37 of SFAS 131.  In
particular, we assume that would require revenue disclosures for
each
period presented for the following:

- Women`s shoes
- Men`s shoes
- Kid`s shoes
- Handbags
- Accessories and other

If you believe that other product categories are more appropriate,
please advise.
24. We note that you have online purchase capabilities for your
products.  Please tell us whether your retail operations and your
online internet operations each represent separate operating
segments
as defined in paragraph 10 of SFAS 131.  If not, tell us in detail
how you made this determination.  If these operations represent
separate operating segments, please tell us how these operating
segments meet each of the aggregation criteria in paragraph 17 of
SFAS 131, including the similarity of economic characteristics.
In
this regard, it would not appear that these operations are similar
in
terms of the method used to distribute your products.  Please
provide
along with your response the revenues and gross margins for your
retail stores and your online retail operations for the last 5
years
and demonstrate how that information supports the similarity of
the
economic characteristics of the operations.   If after reassessing
the criteria in SFAS 131, you now believe that each operating
segment
represents a separate reportable segment, please revise your
financial statements accordingly.  Notwithstanding the preceding,
please disclose the information required by paragraph 26 of SFAS
131.

Note 2. Summary of Significant Accounting Policies, page 27

General
25. Please disclose your accounting policy for recognition of
revenues.  Refer to paragraph 12 of APB 22 and SAB Topic 13.B.
Ensure your disclosure addresses your accounting for estimated
sales
returns and other discounts or allowances.  Also ensure your
disclosure addresses separately the timing of revenue recognition
for
internet based sales.

Note 4. Commitments and Contingencies, page 30
26. Your disclosure that you believe it is "reasonably possible"
that
some of the legal proceedings to which you are a party will result
in
settlements to be paid by the company suggests that additional
disclosure may be required pursuant to SFAS 5.  In this regard,
please note that SFAS 5 requires disclosures surrounding the
nature
of any contingency where there is a reasonable possibility that a
loss may have been incurred, even though information may not
indicate
that it is probable that a loss has been incurred.  SFAS 5 also
requires that you disclose an estimate of the possible loss or
range
of loss or explicitly state that such an estimate cannot be made.
Please revise your disclosure accordingly or otherwise advise.

Item 9A. Controls and Procedures, page 36
27. We note that you have discussed only significant changes that
have significantly affected internal controls.  In future filings,
please revise to describe any change in internal controls and
procedures that has materially affected, or is reasonably likely
to
materially affect, your internal controls over financial
reporting.
Refer to Item 308(c) of Regulation S-K.

Item 12. Security Ownership of Certain Beneficial Owners..., page
37
28. We note that you have incorporated by reference from your
proxy
statement the information required by Item 403 of Regulation S-K.
We
note that it does not appear that you have included the shares
held
by Mr. Jack Roth, who filed a Schedule 13G on May 15, 2000, and
Schedules 13G/A on April 15, 2005, September 22, 2005 and November
1,
2005.  Please advise us or amend your beneficial ownership table
to
include each holder of more than five percent of your securities.

Item 13. Certain Relationships and Related Transactions, page 37
29. We note that you have incorporated by reference from your
proxy
statement the information required by Item 404 of Regulation S-K.
Although you refer to a section entitled "Transaction with the
Company," this information does not appear to have been included
in
your proxy.  Please amend your 10-K to include the information
required by Item 404.

Exhibits 31.1 and 31.2.
30. In future filings, please amend the last phrase in paragraph 2
that reads, "...not misleading with respect to the period covered
by
this annual report" to just refer to "report."  Refer to Item
601(b)(31) of Regulation S-K.  In addition, in your future
quarterly
reports, please amend to refer to Exchange Act Rules 13a-15(e) and
15d-15(e).
*****

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its ful