Registration No. 33-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                         Galyan's Trading Company, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

            Indiana                                              35-1529720
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                              2437 East Main Street
                            Plainfield, Indiana 46168
                            -------------------------
                    (Address of Principal Executive Offices)


                         Galyan's Trading Company, Inc.
                          Employee Stock Purchase Plan
                          ----------------------------
                            (Full title of the plan)

                                 Robert B. Mang
                      Chief Executive Officer and Chairman
                         Galyan's Trading Company, Inc.
                              2437 East Main Street
                            Plainfield, Indiana 46168
                            -------------------------
                     (Name and address of agent for service)

                                 (317) 532-0200
                                 --------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                                   ----------

C. David Zoba                                     Marc Sciscoe
Executive Vice President, General                 Ice Miller
  Counsel and Secretary                           One American Square, Box 82001
Galyan's Trading Company, Inc.                    Indianapolis, Indiana 46282
2437 East Main Street
Plainfield, Indiana 46168

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------------------
                                                   Proposed          Proposed maximum
Title of securities       Amount to be        maximum offering     aggregate offering         Amount of
to be registered(1)        registered          price per unit           price(2)          registration fee
-----------------------------------------------------------------------------------------------------------
<S>                     <C>                        <C>                 <C>                   <C>
Common Stock            1,500,000 shares           $20.00              $30,000,000           $2,760
-----------------------------------------------------------------------------------------------------------

<FN>
(1)  In addition to the number of shares of Common  Stock stated  above,  pursuant to Rule 416(c) under the
     Securities Act of 1933, this Registration  Statement also covers an indeterminate  amount of interests
     to be offered or sold pursuant to the employee benefit plan described herein.

(2)  The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the average of the
     high and low prices  reported for the Common Stock on May 23, 2002, as reported on the Nasdaq National
     Market System.
</FN>
</TABLE>

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 (plan
information  and registrant  information)  will be sent or given to employees as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents  need not be filed with the  Securities and
Exchange Commission ("Commission") either as part of this Registration Statement
or as  prospectuses  or prospectus  supplements  pursuant to Securities Act Rule
424. These  documents,  which include the statement of availability  required by
Item 2 of  Form  S-8,  and  the  documents  incorporated  by  reference  in this
Registration  Statement  pursuant to Item 3 of Form S-8 (Part II hereof),  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following  information  heretofore filed with the Commission pursuant to the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for its fiscal year ended February
     2, 2002, filed with the Commission on April 24, 2002.

(b)  The  Company's  Current  Report on Form 8-K filed  with the  Commission  on
     February 28, 2002.

(c)  All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
     15(d) of the  Exchange  Act since the end of the fiscal year covered by the
     Annual Report referred to in (a) above.

(d)  The  description  of  the  Registrant's   Common  Stock  contained  in  its
     Registration  Statement on Form 8-A filed with the  Commission  on June 21,
     2001,  and any  amendments or report filed for the purpose of updating such
     description.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Exchange  Act  subsequent  to the  filing  of  this  Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of those documents.

Item 4. Description of Securities.

The Registrant's  Common Stock, no par value (the "Common Stock"), is registered
pursuant to Section 12 of the Exchange Act, and,  therefore,  the description of
securities is omitted.


                                     - 2 -
<PAGE>

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Indiana  Business  Corporation Law ("IBCL"),  the provisions of which govern
the Registrant,  empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil or criminal,  in which the Eligible Person is made a party by
reason of being or  having  been in any such  capacity,  or  arising  out of his
status as such, if the individual  acted in good faith and  reasonably  believed
that (a) the individual was acting in the best interests of the corporation,  or
(b) if the challenged  action was taken other than in the individual's  official
capacity as an officer,  director,  employee or agent, the individual's  conduct
was at least not opposed to the  corporation's  best  interests,  or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

The IBCL  further  empowers a  corporation  to pay or reimburse  the  reasonable
expenses  incurred by an Eligible  Person in connection  with the defense of any
such claim,  including  counsel  fees;  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is required to  indemnify  an Eligible  Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on the merits or otherwise.  Under certain circumstances,  a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of the matter.  Unless a  corporation's  articles of  incorporation
otherwise provide,  an Eligible Person may apply for  indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible Person is fairly and reasonably  entitled to indemnification in view of
all the relevant  circumstances  without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a  corporation  may indemnify any Eligible  Person  against  liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the  specific  circumstances  because the Eligible  Person met the  requisite
standard of conduct,  (2)  authorize the  corporation  to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If it is  not  possible  to  obtain  a  quorum  of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who are not parties to the  proceeding,  special  legal counsel
selected  by the  Board  or  such a  committee,  or by the  shareholders  of the
corporation.

In  addition to the  foregoing,  the IBCL  states  that the  indemnification  it
provides  shall  not be deemed  exclusive  of any  other  rights to which  those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws,  resolution of the board of directors or  shareholders,  or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then issued and  outstanding.  The IBCL also empowers an Indiana  corporation to
purchase and maintain  insurance  on behalf of any Eligible  Person  against any
liability  asserted  against or  incurred  by him in any  capacity  as such,  or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.



                                     - 3 -
<PAGE>

Reference  is made to  Articles  9 and 10 of the  Second  Amended  and  Restated
Articles  of  Incorporation  of the  Registrant  concerning  indemnification  of
directors, offiers, employees and agents.

The  Registrant  has  obtained an  insurance  policy  covering  the officers and
directors  of the  Registrant  with  respect to certain  liabilities,  including
liabilities arising under the Securities Act or otherwise.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Index to Exhibits on page 9.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1)  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, as amended (the "Securities Act");

     (ii)    To reflect in the  prospectus  any facts or events arising after
             the effective date of this  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 this Registration Statement;

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

     Provided,  however,  that paragraphs  (1)(i) and (1)(ii) shall not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.



                                     - 4 -
<PAGE>

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  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.

(3)  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.

(4)  That, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant'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 this  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.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  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 Registrant will, unless in the opinion of its counsel the matter
has been  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 and will be  governed by the final
adjudication of such issue.



                                     - 5 -
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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, in the City of Plainfield, County of Hendricks, State of Indiana, on
May 29, 2002.

                                 GALYAN'S TRADING COMPANY, INC.



                                 By:  /s/ Robert B. Mang
                                      ------------------------------------------
                                      Robert B. Mang
                                      Chief Executive Officer and Chairman


                                POWER OF ATTORNEY
                                -----------------

     Know all  persons  by these  presents,  that each  person  whose  signature
appears below  constitutes and appoints Robert B. Mang, C. David Zoba and Edward
S. Wozniak,  and each or any of them (with full power to act alone),  his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  those  attorneys-in-fact  and  agents  and each of them,  full  power  and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that those  attorneys-in-fact  and agents, or their  substitutes,
may lawfully do or cause to be done by virtue hereof.

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

      Signature                         Title                     Date
      ---------                         -----                     ----

/s/ Robert B. Mang
--------------------------     Chief Executive Officer,       May 29, 2002
Robert B. Mang                 Chairman and Director
                               (Principal Executive Officer)


/s/ Edward S. Wozniak
--------------------------     Senior Vice President and      May 29, 2002
Edward S. Wozniak              Chief Financial Officer
                               (Principal Financial and
                               Principal Accounting Officer)



                                     - 6 -
<PAGE>

/s/ Norman S. Matthews
--------------------------     Director                       May 29, 2002
Norman S. Matthews


/s/ Byron E. Allumbaugh
--------------------------     Director                       May 29, 2002
Byron E. Allumbaugh


/s/ Frank J. Belatti
--------------------------     Director                       May 29, 2002
Frank J. Belatti


/s/ Stuart B. Burgdoerfer
--------------------------     Director                       May 29, 2002
Stuart B. Burgdoerfer


/s/ Timothy J. Faber
--------------------------     Director                       May 29, 2002
Timothy J. Faber


/s/ Todd W. Halloran
--------------------------     Director                       May 29, 2002
Todd W. Halloran


/s/ George R. Mrkonic, Jr.
--------------------------     Director                       May 29, 2002
George R. Mrkonic, Jr.


/s/ John M. Roth
--------------------------     Director                       May 29, 2002
John M. Roth


/s/ Stephanie M. Shern
--------------------------     Director                       May 29, 2002
Stephanie M. Shern


/s/ Ronald P. Spogli
--------------------------     Director                       May 29, 2002
Ronald P. Spogli


/s/ Peter Starrett
--------------------------     Director                       May 29, 2002
Peter Starrett


                                     - 7 -
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other person who  administers  the employee  benefit  plan) has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Plainfield,  County  of  Hendricks,  State of
Indiana on May 29, 2002.


                                  GALYAN'S TRADING COMPANY, INC.
                                  EMPLOYEE STOCK PURCHASE PLAN


                                  By: /s/ Charles F. Nelson
                                      ------------------------------------------
                                      Charles F. Nelson
                                      Senior Vice President, Culture


                                     - 8 -
<PAGE>

                         GALYAN'S TRADING COMPANY, INC.
                                    Form S-8

                                INDEX TO EXHIBITS


Exhibit Number
Assigned in
Regulation S-K
  Item 601                       Description of Exhibit
--------------                   ----------------------

    4.1             Second  Amended  and  Restated   Articles  of  Incorporation
                    (Incorporated   by   reference   to   Exhibit   3.2  to  the
                    Registrant's    Registration    Statement    on   Form   S-1
                    (registration number 333-57848),  originally filed March 29,
                    2001, and as subsequently amended.)

    4.2             Second  Amended  and  Restated   Bylaws   (Incorporated   by
                    reference  to Exhibit 3.4 to the  Registrant's  Registration
                    Statement  on  Form  S-1  (registration  number  333-57848),
                    originally   filed  March  29,  2001,  and  as  subsequently
                    amended.)

    4.3             Galyan's Trading Company, Inc. Employee Stock Purchase Plan,
                    (incorporated  by reference  to Appendix B to the  Company's
                    Proxy  Statement  filed  with  the  Commission  pursuant  to
                    Section  14(a) of the  Securities  Exchange Act of 1934,  as
                    amended, SEC File No. 000-32911, on April 25, 2002.


    5.              Opinion of Ice Miller.


    23.1            Consent of Deloitte & Touche LLP.


    23.2            Consent of Ice Miller (included in Exhibit 5).

    24.             Power of Attorney  (included in this Registration  Statement
                    under "Signatures").

    99.             Not applicable.



                                      - 9 -
[{"type": "S-8", "sequence": "1", "filename": "galyanss8espp.txt", "description": "GALYAN'S TRADING COMPANY S-8 ESPP", "secsgml_size_bytes": 21805}]
{"company-data": {"conformed-name": "GALYANS TRADING CO INC", "cik": "0001137067", "assigned-sic": "5940", "irs-number": "351529720", "state-of-incorporation": "IN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89584", "film-number": "02668175"}, "business-address": {"street1": "2437 EAST MAIN STREET", "city": "PLAINFIELS", "state": "IN", "zip": "46168", "phone": "3175320200"}, "mail-address": {"street1": "2437 EAST MAIN STREET", "city": "PLAINFIELDS", "state": "IN", "zip": "46168"}}
Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                         Galyan's Trading Company, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

            Indiana                                              35-1529720
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              2437 East Main Street
                            Plainfield, Indiana 46168
                            -------------------------
                    (Address of Principal Executive Offices)

                         Galyan's Trading Company, Inc.
                          Employee Stock Purchase Plan
                          ----------------------------
                            (Full title of the plan)

                                 Robert B. Mang
                      Chief Executive Officer and Chairman
                         Galyan's Trading Company, Inc.
                              2437 East Main Street
                            Plainfield, Indiana 46168
                            -------------------------
                     (Name and address of agent for service)

                                 (317) 532-0200
                                 --------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                                   ----------

C. David Zoba                                     Marc Sciscoe
Executive Vice President, General                 Ice Miller
  Counsel and Secretary                           One American Square, Box 82001
Galyan's Trading Company, Inc.                    Indianapolis, Indiana 46282
2437 East Main Street
Plainfield, Indiana 46168
CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------------------
                                                   Proposed          Proposed maximum
Title of securities       Amount to be        maximum offering     aggregate offering         Amount of
to be registered(1)        registered          price per unit           price(2)          registration fee
-----------------------------------------------------------------------------------------------------------
Common Stock            1,500,000 shares           $20.00              $30,000,000           $2,760
-----------------------------------------------------------------------------------------------------------
(1)  In addition to the number of shares of Common  Stock stated  above,  pursuant to Rule 416(c) under the
     Securities Act of 1933, this Registration  Statement also covers an indeterminate  amount of interests
     to be offered or sold pursuant to the employee benefit plan described herein.

(2)  The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the average of the
     high and low prices  reported for the Common Stock on May 23, 2002, as reported on the Nasdaq National
     Market System.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 (plan
information  and registrant  information)  will be sent or given to employees as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents  need not be filed with the  Securities and
Exchange Commission ("Commission") either as part of this Registration Statement
or as  prospectuses  or prospectus  supplements  pursuant to Securities Act Rule
424. These  documents,  which include the statement of availability  required by
Item 2 of  Form  S-8,  and  the  documents  incorporated  by  reference  in this
Registration  Statement  pursuant to Item 3 of Form S-8 (Part II hereof),  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following  information  heretofore filed with the Commission pursuant to the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for its fiscal year ended February
     2, 2002, filed with the Commission on April 24, 2002.

(b)  The  Company's  Current  Report on Form 8-K filed  with the  Commission  on
     February 28, 2002.

(c)  All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
     15(d) of the  Exchange  Act since the end of the fiscal year covered by the
     Annual Report referred to in (a) above.

(d)  The  description  of  the  Registrant's   Common  Stock  contained  in  its
     Registration  Statement on Form 8-A filed with the  Commission  on June 21,
     2001,  and any  amendments or report filed for the purpose of updating such
     description.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Exchange  Act  subsequent  to the  filing  of  this  Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of those documents.

Item 4. Description of Securities.

The Registrant's  Common Stock, no par value (the "Common Stock"), is registered
pursuant to Section 12 of the Exchange Act, and,  therefore,  the description of
securities is omitted.

                                     - 2 -
Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Indiana  Business  Corporation Law ("IBCL"),  the provisions of which govern
the Registrant,  empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil or criminal,  in which the Eligible Person is made a party by
reason of being or  having  been in any such  capacity,  or  arising  out of his
status as such, if the individual  acted in good faith and  reasonably  believed
that (a) the individual was acting in the best interests of the corporation,  or
(b) if the challenged  action was taken other than in the individual's  official
capacity as an officer,  director,  employee or agent, the individual's  conduct
was at least not opposed to the  corporation's  best  interests,  or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

The IBCL  further  empowers a  corporation  to pay or reimburse  the  reasonable
expenses  incurred by an Eligible  Person in connection  with the defense of any
such claim,  including  counsel  fees;  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is required to  indemnify  an Eligible  Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on the merits or otherwise.  Under certain circumstances,  a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of the matter.  Unless a  corporation's  articles of  incorporation
otherwise provide,  an Eligible Person may apply for  indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible Person is fairly and reasonably  entitled to indemnification in view of
all the relevant  circumstances  without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a  corporation  may indemnify any Eligible  Person  against  liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the  specific  circumstances  because the Eligible  Person met the  requisite
standard of conduct,  (2)  authorize the  corporation  to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If it is  not  possible  to  obtain  a  quorum  of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who are not parties to the  proceeding,  special  legal counsel
selected  by the  Board  or  such a  committee,  or by the  shareholders  of the
corporation.

In  addition to the  foregoing,  the IBCL  states  that the  indemnification  it
provides  shall  not be deemed  exclusive  of any  other  rights to which  those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws,  resolution of the board of directors or  shareholders,  or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then issued and  outstanding.  The IBCL also empowers an Indiana  corporation to
purchase and maintain  insurance  on behalf of any Eligible  Person  against any
liability  asserted  against or  incurred  by him in any  capacity  as such,  or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

                                     - 3 -
Reference  is made to  Articles  9 and 10 of the  Second  Amended  and  Restated
Articles  of  Incorporation  of the  Registrant  concerning  indemnification  of
directors, offiers, employees and agents.

The  Registrant  has  obtained an  insurance  policy  covering  the officers and
directors  of the  Registrant  with  respect to certain  liabilities,  including
liabilities arising under the Securities Act or otherwise.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Index to Exhibits on page 9.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1)  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, as amended (the "Securities Act");

     (ii)    To reflect in the  prospectus  any facts or events arising after
             the effective date of this  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 this Registration Statement;

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

     Provided,  however,  that paragraphs  (1)(i) and (1)(ii) shall not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.

                                     - 4 -
(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  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.

(3)  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.

(4)  That, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant'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 this  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.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  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 Registrant will, unless in the opinion of its counsel the matter
has been  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 and will be  governed by the final
adjudication of such issue.

                                     - 5 -
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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, in the City of Plainfield, County of Hendricks, State of Indiana, on
May 29, 2002.

                                 GALYAN'S TRADING COMPANY, INC.

                                 By:  /s/ Robert B. Mang
                                      ------------------------------------------
                                      Robert B. Mang
                                      Chief Executive Officer and Chairman

                                POWER OF ATTORNEY
                                -----------------

     Know all  persons  by these  presents,  that each  person  whose  signature
appears below  constitutes and appoints Robert B. Mang, C. David Zoba and Edward
S. Wozniak,  and each or any of them (with full power to act alone),  his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  those  attorneys-in-fact  and  agents  and each of them,  full  power  and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that those  attorneys-in-fact  and agents, or their  substitutes,
may lawfully do or cause to be done by virtue hereof.

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

      Signature                         Title                     Date
      ---------                         -----                     ----

/s/ Robert B. Mang
--------------------------     Chief Executive Officer,       May 29, 2002
Robert B. Mang                 Chairman and Director
                               (Principal Executive Officer)

/s/ Edward S. Wozniak
--------------------------     Senior Vice President and      May 29, 2002
Edward S. Wozniak              Chief Financial Officer
                               (Principal Financial and
                               Principal Accounting Officer)

                                     - 6 -
/s/ Norman S. Matthews
--------------------------     Director                       May 29, 2002
Norman S. Matthews

/s/ Byron E. Allumbaugh
--------------------------     Director                       May 29, 2002
Byron E. Allumbaugh

/s/ Frank J. Belatti
--------------------------     Director                       May 29, 2002
Frank J. Belatti

/s/ Stuart B. Burgdoerfer
--------------------------     Director                       May 29, 2002
Stuart B. Burgdoerfer

/s/ Timothy J. Faber
--------------------------     Director                       May 29, 2002
Timothy J. Faber

/s/ Todd W. Halloran
--------------------------     Director                       May 29, 2002
Todd W. Halloran

/s/ George R. Mrkonic, Jr.
--------------------------     Director                       May 29, 2002
George R. Mrkonic, Jr.

/s/ John M. Roth
--------------------------     Director                       May 29, 2002
John M. Roth

/s/ Stephanie M. Shern
--------------------------     Director                       May 29, 2002
Stephanie M. Shern

/s/ Ronald P. Spogli
--------------------------     Director                       May 29, 2002
Ronald P. Spogli

/s/ Peter Starrett
--------------------------     Director                       May 29, 2002
Peter Starrett

                                     - 7 -
Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other person who  administers  the employee  benefit  plan) has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Plainfield,  County  of  Hendricks,  State of
Indiana on May 29, 2002.

                                  GALYAN'S TRADING COMPANY, INC.
                                  EMPLOYEE STOCK PURCHASE PLAN

                                  By: /s/ Charles F. Nelson
                                      ------------------------------------------
                                      Charles F. Nelson
                                      Senior Vice President, Culture

                                     - 8 -
GALYAN'S TRADING COMPANY, INC.
                                    Form S-8

                                INDEX TO EXHIBITS

Exhibit Number
Assigned in
Regulation S-K
  Item 601                       Description of Exhibit
--------------                   ----------------------

    4.1             Second  Amended  and  Restated   Articles  of  Incorporation
                    (Incorporated   by   reference   to   Exhibit   3.2  to  the
                    Registrant's    Registration    Statement    on   Form   S-1
                    (registration number 333-57848),  originally filed March 29,
                    2001, and as subsequently amended.)

    4.2             Second  Amended  and  Restated   Bylaws   (Incorporated   by
                    reference  to Exhibit 3.4 to the  Registrant's  Registration
                    Statement  on  Form  S-1  (registration  number  333-57848),
                    originally   filed  March  29,  2001,  and  as  subsequently
                    amended.)

    4.3             Galyan's Trading Company, Inc. Employee Stock Purchase Plan,
                    (incorporated  by reference  to Appendix B to the  Company's
                    Proxy  Statement  filed  with  the  Commission  pursuant  to
                    Section  14(a) of the  Securities  Exchange Act of 1934,  as
                    amended, SEC File No. 000-32911, on April 25, 2002.

    5.              Opinion of Ice Miller.

    23.1            Consent of Deloitte & Touche LLP.

    23.2            Consent of Ice Miller (included in Exhibit 5).

    24.             Power of Attorney  (included in this Registration  Statement
                    under "Signatures").

    99.             Not applicable.

                                      - 9 -