SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

( AMENDMENT 1)

Shoe Pavilion, Inc.

( NAME OF ISSUER )

COMMON STOCK

(Title of Class of Securities)

824894109

(CUSIP Number)

DECEMBER 31,2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

			X Rule 13d-1 (b)
		Rule 13d-1 (c)
		Rule 13d-1 (d)

CUSIP No. 824894109

13G/A

Page 1 of 3 pages

1.	Names of reporting persons	JPMorgan Chase & Co.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)		13-2624428

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b)

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF	5.	SOLE VOTING POWER	0
SHARES
BENEFICIALLY	6.	SHARED VOTING POWER	0
OWNED BY
EACH	7.	SOLE DISPOSITIVE POWER	0
REPORTING
PERSON WITH	8.	SHARED DISPOSITIVE POWER	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%

12.

TYPE OF REPORTING PERSON*

Item 1(a).	Name of Issuer:
	Shoe Pavilion, Inc.

Item 1(b).	Address of Issuer's Principal Executive Offices:
	13245 Riverside Drive, Suite 450
	Sherman Oaks, California 91423

Item 2(a).	Name of Person Filing:
	JPMorgan Chase & Co.

Item 2(b).	Address of Principal Business Office or, if None, Residence:
	270 PARK AVE
	NEW YORK, NY 10017

Item 2(c).	Citizenship
	Delaware

Item 2(d).	Title of Class of Securities:
	COMMON STOCK
	Unless otherwise noted, security being reported is common stock

Item 2(e).

CUSIP Number:

824894109

Item 3	If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
	Or (c), Check Whether the Person Filing is a :

(a)		Broker or dealer registered under Section 15 of the Exchange Act;
(b)		Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)		Insurance company as defined in Section 3(a)(19) of the
		Exchange Act;
(d)		Investment company registered under Section 8 of the Investment
		Company Act;
(e)		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)		An employee benefit plan or endowment fund in accordance with
		Rule 13d-1(b)(1)(ii)(F);
(g)	X	A parent holding company or control person in accordance with
		Rule 13d-1(b)(1)(ii)(G);
(h)		A savings association as defined in Section 3(b) of the Federal
		Deposit Insurance Act;
(i)		A church plan that is excluded from the definition of an
		Investment company under Section 3(c)(14) of the Investment
		Company act;
(j)		Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(b), check this box.

Page 2 of 3 pages

Item 4.

Ownership

Provide the following information regarding the aggregate number and
Percentage of the class of securities of issuer identified in Item 1.
	(a)	Amount beneficially owned: 0
		Including 0 shares where there is a Right to Acquire.
	(b)	Percent of class: 0.0%
	(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or to direct the vote:	0
			(ii)	Shared power to vote or to direct the vote:	0
			(iii)	Sole power to dispose or to direct the disposition of:	0
			(iv)	Shared power to dispose or to direct the disposition of:	0

Item 5.

Ownership of Five Percent or Less of a Class. YES

If this statement is being filed to report the fact that as of the date

hereof the reporting person has ceased to be the beneficial owner of more

than five percent of the class of securities, check the following. ( X )

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


JPMorgan Chase & Co. is the beneficial owner of 0 shares of the
issuer's common stock on behalf of other persons known to have one or more of
the following:
	the right to receive dividends for such securities;
	the power to direct the receipt of dividends from such securities;
	the right to receive the proceeds from the sale of such securities;
	the right to direct the receipt of proceeds from the sale of such securities;
No such person is known to have an interest in more than 5% of the class of
securities reported herein unless such person is identified below.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the
	Security being reported on by the Parent Holding Company.
This notice is filed on behalf of JPMorgan Chase & Co. and its wholly owned
Subsidiary (ies),
J.P. Morgan Investment Management Inc.

Item 8.	Identification and Classification of Members of the Group.
	Not Applicable

Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief,

the securities referred to above were not acquired and are not held for the

purpose of or with the effect of changing or influencing the control of the

issuer of the securities and were not acquired and are not held in connection

with or as a participant in any transaction having that purpose or effect.

Page 3 of 3 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the

information set forth in this statement is true, complete and correct.

Dated: JANUARY 15,2009	JPMorgan Chase & Co.
	By: /s/ Margaret R. Rubin
	--------------------------------------
	Margaret R. Rubin
	Corporate Compliance

The original statement shall be signed by each person on whose behalf the statement

is filed or his authorized representative. If the statement is signed on behalf of

a person by his authorized representative (other than an executive officer or general

partner of the filing person), evidence of the representative's authority to sign on

behalf of such person shall be filed with the statement, provided, however, that a

power of attorney for this purpose which is already on file with the commission may

be incorporated by reference. The name and any title of each person who signs the

the statement shall be typed or printed beneath his signature.

SHOE PAVILION INC SC 13G/A