As filed with the Securities and Exchange Commission on November 19, 1996
                                            Registration No. 333-

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                                 Under
                      THE SECURITIES ACT OF 1933

                            SPORTMART, INC.
        (Exact name of registrant as specified in its charter)
                Delaware                36-2702213
      (State or other jurisdiction    (IRS Employer Identification
   of incorporation or organization)     Number)

       1400 South Wolf Road, Suite 200, Wheeling, Illinois 60090
      (Address of Principal Executive Offices including Zip Code)

                            (847) 520-0100 
           (Issuer's telephone number, including area code)

      Sportmart, Inc. 1996 Restricted Stock Plan, as amended and restated
                         (Full title of plan)

                         Gregory E. Fix, Esq. 
       1400 South Wolf Road, Suite 200, Wheeling, Illinois 60090
       (Name, address and telephone number of agent for service)

                              Copies to:
                        Marshall T. Scott, Esq.
                         Katten Muchin & Zavis
                        525 West Monroe Street
                              Suite 1600
                       Chicago, Illinois  60661
                            (312) 902-5200
                   CALCULATION OF REGISTRATION FEE 

                                 Proposed     Proposed
                   Amount to      maximum      maximum
     Title of          be        offering     aggregate    Amount of
  securities to   registered    price per    offering    registration
  be registered       (1)        share(2)     price(2)        fee

Class A Non-
 Voting Common
 Stock
 ($.01 par          400,000    See Footnote
 value)              shares       2 below    $1,262,400      $416.59
 
(1)  Includes  an  indeterminate  number  of shares of Sportmart, Inc.
     Common  Stock  that  may  be  issuable by reason of stock splits,
     stock dividends or similar transactions.
(2)  The  amounts  are  based  upon the closing price of the Company's
     Class  A  Non-Voting  Common  Stock  as  reported  in  the Nasdaq     
     National Market on November 12, 1996 of $3.156 and are used solely
     for  the  purpose of calculating the registration fee pursuant to
     Rule 457(h)(1) under the Securities Act of 1933.
<PAGE>

                                PART I

                INFORMATION REQUIRED IN THE PROSPECTUS

     The  information  called  for  in Part I of Form S-8 is currently
included  in  the  prospectus  for the Sportmart, Inc. 1996 Restricted
Stock Plan, as amended and restated (the "Plan"), and is not being filed 
with or included in this  Form  S-8  in  accordance  with the rules and 
regulations of the Securities and Exchange Commission (the "SEC").

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
     The  following  documents  filed with the SEC are incorporated in
this Registration Statement by reference:

     1.   Sportmart,  Inc.'s  Annual  Report on Form 10-K for the year
          ended January 28, 1996 (File No. 0-20672).

     2.   All  reports filed pursuant to Section 13(a) or 15(d) of the
          Securities  Exchange  Act of 1934 (the "Exchange Act") since
          the  end  of  the  fiscal  year covered by the Annual Report
          referred to above.

     3.   The  description  of  the  Sportmart, Inc. common stock (the
          "Common  Stock")  which  is  contained  in Sportmart, Inc.'s
          registration  statement  filed pursuant to Section 12 of the
          Exchange  Act  and  all amendments thereto and reports filed
          for the purpose of updating such description.

     In   addition,  all  documents  filed  by  Sportmart,  Inc.  (the
"Company")  pursuant  to  Sections  13(a),  13(c), 14 and 15(d) of the
Exchange  Act  after the date of this registration statement and prior
to  the  filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities  then  remaining unsold, shall be deemed to be incorporated
in  this  registration  statement by reference and to be a part hereof
from the date of filing of such documents.  Any statement contained in
a  document  incorporated  or  deemed  to be incorporated by reference
herein  shall  be  deemed to be modified or superseded for purposes of
this  registration  statement to the extent that a statement contained
herein  or  in  any  subsequently  filed  document which also is or is
deemed  to  be incorporated by reference herein modifies or supersedes
such statement.

     The  Company  hereby undertakes to provide without charge to each
person  who  has  received  a copy of any of the prospectuses to which
this  registration statement relates, upon the written or oral request
of  any such person, a copy of any or all the documents that have been
or  may be incorporated by reference into this registration statement,
other  than  exhibits  to  such  documents  (unless  such exhibits are
incorporated therein by reference).
 
<PAGE>
Item 4.  Description of Securities.
     Not Applicable. 

Item 5.  Interests of Named Experts and Counsel.
     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Article  Ten  of  the  Company's  Restated  Certificate  of
Incorporation  provides that the Company shall indemnify its directors
to  the  fullest  extent permitted by the Delaware General Corporation
Law  and  may  indemnify  its  officers  and employees to such extent,
except  that  the Company shall not be obligated to indemnify any such
person (i) with respect to proceedings, claims or actions initiated or
brought  voluntarily  by any such person and not by way of defense, or
(ii)  for  any  amounts  paid  in  settlement of an action indemnified
against  by  the  Company  without  the  prior  written consent of the
Company.   The Company has entered into indemnity agreements with each
of  its directors and certain officers selected by the Company.  These
agreements  may  require the Company, among other things, to indemnify
such officers and directors against certain liabilities that may arise
by  reason  of  their  status  or service as directors or officers, to
advance  expenses  to  them  as  they are incurred, provided that they
undertake  to repay the amount advanced if it is ultimately determined
by  a  court  that  they  are  not entitled to indemnification, and to
obtain  directors'  and  officers' liability insurance if available on
reasonable terms.

     In  addition,  Article  Nine  of  the  Company's  Certificate  of
Incorporation  provides  that  a  director of the Company shall not be
personally  liable  to the Registrant or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except
for  liability (i) for any breach of the director's duty of loyalty to
the  Company  or  its  stockholders, (ii) for acts or omissions not in
good  faith  or  which  involve  intentional  misconduct  or a knowing
violation  of  law, (iii) under Section 174 of the General Corporation
Law  of  the State of Delaware, or (iv) for any transaction from which
the director derives an improper personal benefit.

     Reference  is  made to Section 145 of the General Corporation Law
of  the  State  of  Delaware  which  provides  for  indemnification of
directors and officers in certain circumstances.

     The  Company  has purchased an insurance policy under which it is
entitled  to  be  reimbursed  for  certain  indemnity  payments  it is
required or permitted to make to its directors and officers.  

Item 7.  Exemption from Registration Claimed.
     Not Applicable.
<PAGE>
Item 8.  Exhibits.
     4.1   Form  of    Sportmart,  Inc. 1996 Restricted Stock Plan, as 
     amended and restated.
     
     4.2   Restated   Certificate  of  Incorporation  of  the Company  
     (incorporated  herein by reference to the same  numbered  Exhibit 
     to the Company's Statement No. 33-83886).

     4.3   By-Laws of the Company (incorporated herein by reference  to  
     the  same numbered Exhibit to the Company's Statement No 33-83886).

     5.    Opinion  of Katten  Muchin  &  Zavis as to the legality  of  
     the  shares  of  Common  Stock being offered under the Plan.

     23.1   Consent of Coopers & Lybrand L.L.P.

     23.2   Consent  of  Katten  Muchin  &  Zavis (included in
     Exhibit 5 herein).

     24.    Power  of Attorney (included on the signature page of this 
     Registration Statement).
     
Item 9.  Undertakings.
     1.   The Company hereby undertakes:

          (a)  To file, during any period in which offers or sales are
     being  made,  a  post-effective  amendment  to  this Registration
     Statement:

                    (i) To include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933;

                    (ii) To  reflect  in  the prospectus any facts or
              events  arising  after  the  effective  date  of  the
              Registration  Statement  (or  the  most  recent  post-
              effective  amendment thereof) which, individually, or in
              the  aggregate,  represent  a  fundamental change in the
              information set forth in the Registration Statement;

                    (iii) To include any material information
              with  respect to the plan of distribution not previously
              disclosed  in the Registration Statement or any material
              change  to  such  information  in  the  Registration
              Statement;

     provided,  however,  that  paragraphs  (a)(i)  and (a)(ii) do not
     apply  if  the  information  required  to  be included in a post-
     effective  amendment by those paragraphs is contained in periodic
     reports  filed  by  the Company pursuant to Section 13 or Section
     15(d)  of  the Exchange Act that are incorporated by reference in
     the Registration Statement.
<PAGE>
          (b)  That,  for  the  purpose  of  determining any liability
     under  the  Securities  Act  of  1933,  each  such post-effective
     amendment  shall  be  deemed  to  be a new registration statement
     relating  to  the securities offered therein, and the offering of
     such  securities  at  that time shall be deemed to be the initial
     bona fide offering thereof.

          (c)  To  remove  from  registration  by  means  of  a  post-
     effective  amendment any of the securities being registered which
     remain unsold at the termination of the offering.

     2.   The  Company  hereby  undertakes  that,  for  the purpose of
determining  any  liability  under  the  Securities  Act of 1933, each
filing  of  the  Company's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange Act (and, where applicable, each filing
of  an employee benefit plan's annual report pursuant to Section 15(d)
of  the  Exchange  Act)  that  is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to  be  a new registration
statement relating to the securities offered therein, and the offering
of  such  securities  at  that  time shall be deemed to be the initial
bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  may be permitted to directors, officers and
c o ntrolling  persons  of  the  Company  pursuant  to  the  foregoing
provisions,  or  otherwise,  the  Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is  against  public  policy as expressed in the Securities Act of 1933
and  is  therefore  unenforceable.    In  the  event  that a claim for
indemnification  against  such  liabilities (other than the payment by
the  Company  of  expenses  incurred or paid by a director, officer or
controlling  person  of  the  Company in the successful defense of any
action,  suit  or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the  Company will, unless in the opinion of its counsel the matter has
b e en  settled  by  controlling  precedent,  submit  to  a  court  of
appropriate  jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
<PAGE>


                              SIGNATURES
     Pursuant  to  the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets  all  of  the  requirements  for filing on Form S-8 and has duly
caused  this  Registration Statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  on this 19th day of November,
1996.

                                   SPORTMART, INC.

                                   By:  /s/ ANDREW S. HOCHBERG        
                                         Andrew S. Hochberg
                                         Chief Executive Officer 
                                         and Director





<PAGE>
                        POWER OF ATTORNEY
     Each  person whose signature appears below hereby constitutes and
appoints  Gregory  E. Fix and Marshall T. Scott, and each of them, his
true  and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution, to sign on his behalf, individually and in each capacity
stated  below,  all  amendments  and post-effective amendments to this
Registration  Statement  on  Form  S-8  and to file the same, with all
exhibits thereto and any other documents in connection therewith, with
the  Securities  and  Exchange  Commission under the Securities Act of
1933,  granting  unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary  to  be  done in and about the premises, as fully and to all
intents  and  purposes  as  each  might  or could do in person, hereby
ratifying  and  confirming  each  act  that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

     Pursuant  to the requirements of the Securities Act of 1933, this
Registration  Statement has been signed below by the following persons
in the capacities and on the dates indicated.

Signature                   Title                        Date    
          
                    
/s/ LARRY J. HOCHBERG      Chairman and Director       November 19,1996 
                                  

/s/ ANDREW S. HOCHBERG     Chief Executive Officer 
                           and Director                November 19,1996
                          (Principal Executive Officer)               
   

/s/ C. MARK SCOTT          President and Director      November 19,1996 
                                   

/s/ JOHN A. LOWENSTEIN     Chief Operating Officer,    November 19,1996
                           Director and Secretary
                                                              

/s/ THOMAS T HENDRICKSON   Executive Vice President   
                           and Chief Financial Officer
                          (Principal Financial and
                           Accounting Officer)         November 19,1996 
               

/s/ JEROME S. GORE         Director                    November 19,1996 
            

/s/ LAWRENCE J. RING       Director                    November 19,1996 
                             

/s/ STUART C. NATHAN       Director                    November 19,1996 
                            

/s/ CHARLES G. COOPER      Director                    November 19,1996 
                                           
<PAGE>

                             EXHIBIT INDEX

Exhibit                                               Page
Number                      Description              Number

4.1      Form of Sportmart, Inc. 1996
         Restricted Stock Plan, as amended and
         restated. 

4.2*     Restated Certificate of Incorporation
         of the Company.

4.3*     By-Laws of the Company.


5        Opinion of Katten Muchin & Zavis as
         to the legality of the shares of
         Common Stock being offered under the
         Plans.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Katten Muchin & Zavis
         (included in Exhibit 5 herein).

24       Power of Attorney (included on the
         signature page of this Registration
         Statement).


* This  Exhibit  is  incorporated  herein  by  reference  to the same-
  numbered Exhibit to Registrant's Statement No. 33-83886.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17058}]
{"company-data": {"conformed-name": "SPORTMART INC", "cik": "0000890572", "assigned-sic": "5940", "irs-number": "362702213", "state-of-incorporation": "DE", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16389", "film-number": "96669184"}, "business-address": {"street1": "1400 SOUTH WOLF ROAD", "street2": "SUITE 200", "city": "WHEELING", "state": "IL", "zip": "60090", "phone": "8475200100"}, "mail-address": {"street1": "1400 SOUTH WOLF RD", "street2": "SUITE 200", "city": "WHEELING", "state": "IL", "zip": "60090"}}
As filed with the Securities and Exchange Commission on November 19, 1996
                                            Registration No. 333-

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                                 Under
                      THE SECURITIES ACT OF 1933

                            SPORTMART, INC.
        (Exact name of registrant as specified in its charter)
                Delaware                36-2702213
      (State or other jurisdiction    (IRS Employer Identification
   of incorporation or organization)     Number)

       1400 South Wolf Road, Suite 200, Wheeling, Illinois 60090
      (Address of Principal Executive Offices including Zip Code)

                            (847) 520-0100 
           (Issuer's telephone number, including area code)

      Sportmart, Inc. 1996 Restricted Stock Plan, as amended and restated
                         (Full title of plan)

                         Gregory E. Fix, Esq. 
       1400 South Wolf Road, Suite 200, Wheeling, Illinois 60090
       (Name, address and telephone number of agent for service)

                              Copies to:
                        Marshall T. Scott, Esq.
                         Katten Muchin & Zavis
                        525 West Monroe Street
                              Suite 1600
                       Chicago, Illinois  60661
                            (312) 902-5200
                   CALCULATION OF REGISTRATION FEE 

                                 Proposed     Proposed
                   Amount to      maximum      maximum
     Title of          be        offering     aggregate    Amount of
  securities to   registered    price per    offering    registration
  be registered       (1)        share(2)     price(2)        fee

Class A Non-
 Voting Common
 Stock
 ($.01 par          400,000    See Footnote
 value)              shares       2 below    $1,262,400      $416.59
 
(1)  Includes  an  indeterminate  number  of shares of Sportmart, Inc.
     Common  Stock  that  may  be  issuable by reason of stock splits,
     stock dividends or similar transactions.
(2)  The  amounts  are  based  upon the closing price of the Company's
     Class  A  Non-Voting  Common  Stock  as  reported  in  the Nasdaq     
     National Market on November 12, 1996 of $3.156 and are used solely
     for  the  purpose of calculating the registration fee pursuant to
     Rule 457(h)(1) under the Securities Act of 1933.
PART I

                INFORMATION REQUIRED IN THE PROSPECTUS

     The  information  called  for  in Part I of Form S-8 is currently
included  in  the  prospectus  for the Sportmart, Inc. 1996 Restricted
Stock Plan, as amended and restated (the "Plan"), and is not being filed 
with or included in this  Form  S-8  in  accordance  with the rules and 
regulations of the Securities and Exchange Commission (the "SEC").

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
     The  following  documents  filed with the SEC are incorporated in
this Registration Statement by reference:

     1.   Sportmart,  Inc.'s  Annual  Report on Form 10-K for the year
          ended January 28, 1996 (File No. 0-20672).

     2.   All  reports filed pursuant to Section 13(a) or 15(d) of the
          Securities  Exchange  Act of 1934 (the "Exchange Act") since
          the  end  of  the  fiscal  year covered by the Annual Report
          referred to above.

     3.   The  description  of  the  Sportmart, Inc. common stock (the
          "Common  Stock")  which  is  contained  in Sportmart, Inc.'s
          registration  statement  filed pursuant to Section 12 of the
          Exchange  Act  and  all amendments thereto and reports filed
          for the purpose of updating such description.

     In   addition,  all  documents  filed  by  Sportmart,  Inc.  (the
"Company")  pursuant  to  Sections  13(a),  13(c), 14 and 15(d) of the
Exchange  Act  after the date of this registration statement and prior
to  the  filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities  then  remaining unsold, shall be deemed to be incorporated
in  this  registration  statement by reference and to be a part hereof
from the date of filing of such documents.  Any statement contained in
a  document  incorporated  or  deemed  to be incorporated by reference
herein  shall  be  deemed to be modified or superseded for purposes of
this  registration  statement to the extent that a statement contained
herein  or  in  any  subsequently  filed  document which also is or is
deemed  to  be incorporated by reference herein modifies or supersedes
such statement.

     The  Company  hereby undertakes to provide without charge to each
person  who  has  received  a copy of any of the prospectuses to which
this  registration statement relates, upon the written or oral request
of  any such person, a copy of any or all the documents that have been
or  may be incorporated by reference into this registration statement,
other  than  exhibits  to  such  documents  (unless  such exhibits are
incorporated therein by reference).
Item 4.  Description of Securities.
     Not Applicable. 

Item 5.  Interests of Named Experts and Counsel.
     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Article  Ten  of  the  Company's  Restated  Certificate  of
Incorporation  provides that the Company shall indemnify its directors
to  the  fullest  extent permitted by the Delaware General Corporation
Law  and  may  indemnify  its  officers  and employees to such extent,
except  that  the Company shall not be obligated to indemnify any such
person (i) with respect to proceedings, claims or actions initiated or
brought  voluntarily  by any such person and not by way of defense, or
(ii)  for  any  amounts  paid  in  settlement of an action indemnified
against  by  the  Company  without  the  prior  written consent of the
Company.   The Company has entered into indemnity agreements with each
of  its directors and certain officers selected by the Company.  These
agreements  may  require the Company, among other things, to indemnify
such officers and directors against certain liabilities that may arise
by  reason  of  their  status  or service as directors or officers, to
advance  expenses  to  them  as  they are incurred, provided that they
undertake  to repay the amount advanced if it is ultimately determined
by  a  court  that  they  are  not entitled to indemnification, and to
obtain  directors'  and  officers' liability insurance if available on
reasonable terms.

     In  addition,  Article  Nine  of  the  Company's  Certificate  of
Incorporation  provides  that  a  director of the Company shall not be
personally  liable  to the Registrant or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except
for  liability (i) for any breach of the director's duty of loyalty to
the  Company  or  its  stockholders, (ii) for acts or omissions not in
good  faith  or  which  involve  intentional  misconduct  or a knowing
violation  of  law, (iii) under Section 174 of the General Corporation
Law  of  the State of Delaware, or (iv) for any transaction from which
the director derives an improper personal benefit.

     Reference  is  made to Section 145 of the General Corporation Law
of  the  State  of  Delaware  which  provides  for  indemnification of
directors and officers in certain circumstances.

     The  Company  has purchased an insurance policy under which it is
entitled  to  be  reimbursed  for  certain  indemnity  payments  it is
required or permitted to make to its directors and officers.  

Item 7.  Exemption from Registration Claimed.
     Not Applicable.
Item 8.  Exhibits.
     4.1   Form  of    Sportmart,  Inc. 1996 Restricted Stock Plan, as 
     amended and restated.
     
     4.2   Restated   Certificate  of  Incorporation  of  the Company  
     (incorporated  herein by reference to the same  numbered  Exhibit 
     to the Company's Statement No. 33-83886).

     4.3   By-Laws of the Company (incorporated herein by reference  to  
     the  same numbered Exhibit to the Company's Statement No 33-83886).

     5.    Opinion  of Katten  Muchin  &  Zavis as to the legality  of  
     the  shares  of  Common  Stock being offered under the Plan.

     23.1   Consent of Coopers & Lybrand L.L.P.

     23.2   Consent  of  Katten  Muchin  &  Zavis (included in
     Exhibit 5 herein).

     24.    Power  of Attorney (included on the signature page of this 
     Registration Statement).
     
Item 9.  Undertakings.
     1.   The Company hereby undertakes:

          (a)  To file, during any period in which offers or sales are
     being  made,  a  post-effective  amendment  to  this Registration
     Statement:

                    (i) To include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933;

                    (ii) To  reflect  in  the prospectus any facts or
              events  arising  after  the  effective  date  of  the
              Registration  Statement  (or  the  most  recent  post-
              effective  amendment thereof) which, individually, or in
              the  aggregate,  represent  a  fundamental change in the
              information set forth in the Registration Statement;

                    (iii) To include any material information
              with  respect to the plan of distribution not previously
              disclosed  in the Registration Statement or any material
              change  to  such  information  in  the  Registration
              Statement;

     provided,  however,  that  paragraphs  (a)(i)  and (a)(ii) do not
     apply  if  the  information  required  to  be included in a post-
     effective  amendment by those paragraphs is contained in periodic
     reports  filed  by  the Company pursuant to Section 13 or Section
     15(d)  of  the Exchange Act that are incorporated by reference in
     the Registration Statement.
(b)  That,  for  the  purpose  of  determining any liability
     under  the  Securities  Act  of  1933,  each  such post-effective
     amendment  shall  be  deemed  to  be a new registration statement
     relating  to  the securities offered therein, and the offering of
     such  securities  at  that time shall be deemed to be the initial
     bona fide offering thereof.

          (c)  To  remove  from  registration  by  means  of  a  post-
     effective  amendment any of the securities being registered which
     remain unsold at the termination of the offering.

     2.   The  Company  hereby  undertakes  that,  for  the purpose of
determining  any  liability  under  the  Securities  Act of 1933, each
filing  of  the  Company's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange Act (and, where applicable, each filing
of  an employee benefit plan's annual report pursuant to Section 15(d)
of  the  Exchange  Act)  that  is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to  be  a new registration
statement relating to the securities offered therein, and the offering
of  such  securities  at  that  time shall be deemed to be the initial
bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  may be permitted to directors, officers and
c o ntrolling  persons  of  the  Company  pursuant  to  the  foregoing
provisions,  or  otherwise,  the  Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is  against  public  policy as expressed in the Securities Act of 1933
and  is  therefore  unenforceable.    In  the  event  that a claim for
indemnification  against  such  liabilities (other than the payment by
the  Company  of  expenses  incurred or paid by a director, officer or
controlling  person  of  the  Company in the successful defense of any
action,  suit  or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the  Company will, unless in the opinion of its counsel the matter has
b e en  settled  by  controlling  precedent,  submit  to  a  court  of
appropriate  jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
     Pursuant  to  the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets  all  of  the  requirements  for filing on Form S-8 and has duly
caused  this  Registration Statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  on this 19th day of November,
1996.

                                   SPORTMART, INC.

                                   By:  /s/ ANDREW S. HOCHBERG        
                                         Andrew S. Hochberg
                                         Chief Executive Officer 
                                         and Director
POWER OF ATTORNEY
     Each  person whose signature appears below hereby constitutes and
appoints  Gregory  E. Fix and Marshall T. Scott, and each of them, his
true  and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution, to sign on his behalf, individually and in each capacity
stated  below,  all  amendments  and post-effective amendments to this
Registration  Statement  on  Form  S-8  and to file the same, with all
exhibits thereto and any other documents in connection therewith, with
the  Securities  and  Exchange  Commission under the Securities Act of
1933,  granting  unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary  to  be  done in and about the premises, as fully and to all
intents  and  purposes  as  each  might  or could do in person, hereby
ratifying  and  confirming  each  act  that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

     Pursuant  to the requirements of the Securities Act of 1933, this
Registration  Statement has been signed below by the following persons
in the capacities and on the dates indicated.

Signature                   Title                        Date    
          
                    
/s/ LARRY J. HOCHBERG      Chairman and Director       November 19,1996 
                                  

/s/ ANDREW S. HOCHBERG     Chief Executive Officer 
                           and Director                November 19,1996
                          (Principal Executive Officer)               
   

/s/ C. MARK SCOTT          President and Director      November 19,1996 
                                   

/s/ JOHN A. LOWENSTEIN     Chief Operating Officer,    November 19,1996
                           Director and Secretary
                                                              

/s/ THOMAS T HENDRICKSON   Executive Vice President   
                           and Chief Financial Officer
                          (Principal Financial and
                           Accounting Officer)         November 19,1996 
               

/s/ JEROME S. GORE         Director                    November 19,1996 
            

/s/ LAWRENCE J. RING       Director                    November 19,1996 
                             

/s/ STUART C. NATHAN       Director                    November 19,1996 
                            

/s/ CHARLES G. COOPER      Director                    November 19,1996
EXHIBIT INDEX

Exhibit                                               Page
Number                      Description              Number

4.1      Form of Sportmart, Inc. 1996
         Restricted Stock Plan, as amended and
         restated. 

4.2*     Restated Certificate of Incorporation
         of the Company.

4.3*     By-Laws of the Company.

5        Opinion of Katten Muchin & Zavis as
         to the legality of the shares of
         Common Stock being offered under the
         Plans.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Katten Muchin & Zavis
         (included in Exhibit 5 herein).

24       Power of Attorney (included on the
         signature page of this Registration
         Statement).

* This  Exhibit  is  incorporated  herein  by  reference  to the same-
  numbered Exhibit to Registrant's Statement No. 33-83886.