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

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~May~~June 296, 2007

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))

Item 15.~~01 Entry~~02 Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

InOn June ~~2006~~6, 2007, the Board of Directors of Shoe Pavilion, Inc. (the "Company") ~~adopted~~appointed aDmitry ~~proposal to~~Beinus ~~amend~~as its ~~Amended~~Interim ~~and~~Principal ~~Restated~~Financial ~~Shoe Pavilion~~Officer, ~~Inc.~~effective ~~Non-Employee Director Stock Option Plan under which the Board would have the flexibility to grant non-employee directors either: (i) nonqualified stock options~~immediately, asreplacing ~~the~~Bruce ~~Director Plan has historically provided; or (ii) awards of restricted stock in lieu of stock option grants~~Ross, ~~subject~~who todeparted ~~approval~~as by the Company's ~~stockholders,~~Chief ~~which~~Financial ~~was~~Officer ~~obtained at the Company's annual meeting held~~ on May 2930, 2007. InMr. ~~light~~Beinus ofwill ~~the~~hold ~~nature~~this ofposition ~~the~~until ~~amendments,~~a ~~the Non-Employee~~permanent ~~Director~~Chief ~~Stock~~Financial ~~Option~~Officer ~~Plan~~is ~~was amended and restated and renamed the Shoe Pavilion~~hired, ~~Inc.~~or ~~Second Amended~~until ~~and~~his ~~Restated~~earlier ~~Stock~~resignation ~~Plan~~or ~~(the "Stock Plan")~~termination. ~~The~~He ~~Stock~~will ~~Plan~~also ~~aids~~continue ~~the Company and its~~to ~~subsidiaries~~serve inas ~~securing and retaining independent directors of outstanding ability and provides additional motivation to such directors to exert their best efforts of behalf of~~ the Company's ~~and~~Chairman ~~its~~of ~~subsidiaries. As amended,~~ the ~~Stock Plan provides for an initial grant upon election to the~~ Board ~~of either 7~~,~~500 nonqualified~~ ~~stock~~Chief ~~options~~Executive orOfficer ~~1,800 shares of restricted stock~~ and anPresident ~~annual~~throughout ~~grant on~~ the ~~date of the~~ ~~Company's~~duration ~~Annual Stockholders Meeting~~ of ~~either~~this ~~2,500 nonqualified stock options or 600 shares of restricted stock~~appointment.

~~The~~ Also ~~description~~on ofJune ~~the~~6, ~~Stock~~2007, ~~Plan~~the ~~contained~~Company's ~~herein~~Board isof ~~qualified~~Directors inappointed ~~its~~Richard ~~entirety~~Romay, bythe Company's ~~reference~~Controller, to ~~the full~~serve ~~text~~as ofits ~~the~~Interim ~~Stock~~Principal ~~Plan~~Accounting Officer, ~~which~~effective isimmediately. ~~attached~~Mr. Romay towill hold this ~~Current~~position ~~Report~~until ona ~~Form~~permanent ~~8-K~~Chief asFinancial ~~Exhibit~~Officer ~~10.1~~is hired, ~~and~~or isuntil his earlier ~~incorporated~~resignation byor ~~reference~~termination. ~~into~~He ~~this~~will ~~Item~~also 1continue to serve as the Company's Controller throughout the duration of this appointment.~~01.~~

~~Item~~ It ~~9.01.~~is ~~Exhibits~~anticipated that when the Company hires a new Chief Financial Officer, that person will assume the titles of "principal financial officer" and "principal accounting officer."

Exhibit	Description
10.1	Second Amended and Restated Non-Employee Director Stock Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~SIGNATURES~~Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Pursuant~~Date: toJune ~~the requirements of the Securities Exchange Act of 1934~~7, ~~the~~2007 ~~Registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned thereunto duly authorized.~~

~~Date:~~Shoe ~~May 30~~Pavilion, ~~2007~~ Inc.

~~Shoe~~By: ~~Pavilion,~~/s/ ~~Inc.~~Dmitry Beinus

~~By: /s/~~ Dmitry Beinus Chairman of the Board, Chief Executive Officer, President and Interim Principal Financial Officer

Dmitry Beinus Chairman, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Second Amended and Restated Non-Employee Director Stock Plan Also provided in PDF format as a courtesy.

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