<PAGE>
 
   As filed with the Securities and Exchange Commission on October 2, 1996
                                                Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                 CONVERSE INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       43-1419731
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)


                                ONE FORDHAM ROAD
                       NORTH READING, MASSACHUSETTS 01864
                    (Address of principal executive offices)

         CONVERSE INC. 1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
           CONVERSE INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
         CONSULTING AGREEMENT BETWEEN CONVERSE INC. AND MARK GOLDSTON,
                             DATED OCTOBER 13, 1995
                           (Full title of the plans)

                                 JACK A. GREEN
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                 CONVERSE INC.
                                ONE FORDHAM ROAD
                       NORTH READING, MASSACHUSETTS 01864
                    (Name and address of agent for service)
                                 (508) 664-1100
         (Telephone number, including area code, of agent for service)
                                        
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

<TABLE>
<CAPTION>
================================================================================
                                            Proposed    Proposed
                                            maximum     maximum      Amount of
    Title of securities       Amount to     offering   aggregate   registration
     to be registered             be       price per    offering        fee
                              registered     share       price
================================================================================
<S>                          <C>           <C>         <C>         <C>
Common stock,                 1,420,000
without par value..........   shares (1)     $6.25 (2)   8,875,000     $2,689.39
================================================================================
</TABLE>

(1)  Consisting of 1,100,000 shares issuable under the Converse Inc. 1994 Stock
Option Plan, as Amended and Restated, 45,000 shares issuable under the Converse
Inc. Non-Employee Director Stock Option Plan, and 275,000 shares issuable under
the Consulting Agreement between Converse Inc. and Mark Goldston, dated October
13, 1995.

(2)  Estimated pursuant to Paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average high and low
sales prices of shares of Common Stock on October 1, 1996, as reported on the
New York Stock Exchange.

<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
           --------------------------------------- 

          The following documents, as filed by the Company with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement and made as a part hereof:

     (a)  the Company's Annual Report on Form 10-K for the year ended December
          30, 1995;

     (b)  the Company's Quarterly Reports on Form 10-Q for the quarter ended
          March 30, 1996 and June 29, 1996; and

     (c)  the description of the Common Stock of the Company that is contained
          in the Company's Form 10/A Amendment No. 2 to the Company's
          Registration Statement on Form 10, as filed with the Commission under
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          on November 23, 1994.

     All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement.  Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 4.        DESCRIPTION OF SECURITIES.
               ------------------------- 

               Not Applicable

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.
               -------------------------------------- 

               Not Applicable

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.
               ----------------------------------------- 

     Section 145 of the Delaware General Corporation Law (DGCL") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations.
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action

                                       2
<PAGE>
 
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation or another enterprise if serving at the request of the
corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner such person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145 of
the DGCL further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

     As permitted by the DGCL, the Company's Amended and Restated Certificate of
Incorporation provides that the directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
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 of
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit.

     The Company's By-laws contain provisions for indemnification of directors,
officers, employees and agents which are substantially the same as Section 145
of the DGCL and also permit Converse to purchase insurance on behalf of any such
person against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not Converse would have the power to indemnify such person against
such liability under the foregoing provision of the By-laws.  Converse maintains
such insurance.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.
               ----------------------------------- 

               Not Applicable

                                       3
<PAGE>
 
<TABLE>
<CAPTION>
ITEM 8.

EXHIBITS.
---------
<C>              <S>
 
EXHIBIT NUMBERS                   EXHIBIT
---------------------------------------------------------
      5            Opinion of General Counsel of the
                   Registrant
   10.1            Converse Inc. 1994 Stock Option Plan,
                   as Amended and Restated.*
   10.2            Converse Inc. 1995 Non-Employee
                   Director Stock Option Plan.**
   10.3            Consulting Agreement by and between
                   Converse Inc. and Mark Goldston, dated
                   as of October 13, 1995.***
   23.1            Consent of General Counsel of the
                   Registrant (included as part of Exhibit
                   5)
   23.2            Consent of Price Waterhouse, LLP
   23.3            Consent of KPMG Peat Marwick, LLP
     24            Power of Attorney (included as part of
                   the signature page)
 
</TABLE>

ITEM 9.        UNDERTAKINGS.
               ------------ 

     (a) The undersigned 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;

               (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, represents a fundamental
               change in the information set fourth in the Registration
               Statement; and

               (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 subparagraphs (a)(1)(i) and (a)(1)(ii) of
          this section do not apply if the information required to be included
          in a post-effective amendment by those subparagraphs 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.


--------------------------------
*    Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 29, 1996.
**   Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
***  Incorporated by reference to Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the year ended December 30, 1995.

                                       4
<PAGE>
 
          (2)  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.

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

     (b)  The undersigned registrant hereby undertakes that, for purposes 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 that is incorporated by reference in this Registration
     Statement shall be deemed to be a new Registration Statement relating to
     the securities offered herein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted by 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 of 1933 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 of 1933 and will be
     governed by the final adjudication of such issue.

                                       5
<PAGE>
 
                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
     Company 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 North Reading, Massachusetts on this 30th day
     of September, 1996.


                              CONVERSE INC.



                              By:  /s/ Glenn N. Rupp
                                   -----------------
                                    Glenn N. Rupp
                                    Chief Executive Officer and
                                    Chairman of the Board


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

          Each person, in so signing, also makes, constitutes and appoints Glenn
     N. Rupp and Donald J. Camacho, and each such officer acting singly, his
     true and lawful attorney-in-fact, in his name, place and stead to execute
     and cause to be filed with the Securities and Exchange Commission any or
     all amendments to this Registration Statement, with all exhibits and any
     and all documents required to be filed with respect thereto, and to do and
     perform each and every act and thing necessary to effectuate the same.

<TABLE>
<CAPTION>
Name                           Title                        Date
----                           -----                        ----

<S>                           <C>                           <C> 
 
/s/ Glenn N. Rupp                Chairman of the Board      September 30, 1996
----------------------------     and Chief Executive 
Glenn N. Rupp                    Officer and Director 
                                 (Principal Executive 
                                 Officer)

 
/s/ Donald J. Camacho            Chief Financial Officer    September 30, 1996
----------------------------     and Senior Vice President
Donald J. Camacho                (Principal Financial and  
                                 Accounting Officer)            
                              
 
/s/ Glibert Ford                 Vice Chairman and          September 30, 1996
----------------------------     Director 
Gilbert Ford

 
/s/ Donald J. Barr               Director                   September 30, 1996
----------------------------
Donald J. Barr
</TABLE>

                                       6
<PAGE>
 
/s/ Leon D. Black                Director                   September 30, 1996
---------------------------                                          
Leon D. Black


/s/ Julius W. Erving             Director                   September 30, 1996
---------------------------                                       
Julius W. Erving


/s/ Robert H. Falk               Director                   September 30, 1996
---------------------------                                              
Robert H. Falk


/s/ Michael S. Gross             Director                   September 30, 1996
---------------------------                                       
Michael S. Gross


/s/ John J. Hannan               Director                   September 30, 1996
---------------------------                                         
John J. Hannan


/s/ Joshua J. Harris             Director                   September 30, 1996
---------------------------                                       
Joshua J. Harris


/s/ John H. Kissick              Director                   September 30, 1996
---------------------------                                        
John H. Kissick


/s/ Richard B. Loynd             Director                   September 30, 1996
---------------------------                                       
Richard B. Loynd


/s/ Michael D. Weiner            Director                   September 30, 1996
---------------------------                                      
Michael D. Weiner

                                       7
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
 
EXHIBIT NUMBERS                  EXHIBIT
---------------------------------------------------------
<C>               <S>
       5             Opinion of General Counsel of the
                     Registrant
    10.1             Converse Inc. 1994 Stock Option Plan,
                     as Amended and Restated.*
    10.2             Converse Inc. 1995 Non-Employee
                     Director Stock Option Plan.**
    10.3             Consulting Agreement by and between
                     Converse Inc. and Mark Goldston, dated
                     as of October 13, 1995.***
    23.1             Consent of General Counsel of the
                     Registrant (included as part of Exhibit
                     5)
    23.2             Consent of Price Waterhouse, LLP
    23.3             Consent of KPMG Peat Marwick, LLP
      24             Power of Attorney (included as part of
                     the signature page)
</TABLE>



-----------------------
*    Incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 29, 1996.
**   Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
***  Incorporated by reference to Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the year ended December 30, 1995.

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20872}]
{"company-data": {"conformed-name": "CONVERSE INC", "cik": "0000716934", "assigned-sic": "3021", "irs-number": "041419731", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13269", "film-number": "96638325"}, "business-address": {"street1": "ONE FORDHAM RD", "city": "NORTH READING", "state": "MA", "zip": "01864", "phone": "5086641100"}, "mail-address": {"street1": "ONE FORDHAM ROAD", "city": "NORTH READING", "state": "MA", "zip": "01864"}}
As filed with the Securities and Exchange Commission on October 2, 1996
                                                Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                 CONVERSE INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       43-1419731
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                                ONE FORDHAM ROAD
                       NORTH READING, MASSACHUSETTS 01864
                    (Address of principal executive offices)

         CONVERSE INC. 1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
           CONVERSE INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
         CONSULTING AGREEMENT BETWEEN CONVERSE INC. AND MARK GOLDSTON,
                             DATED OCTOBER 13, 1995
                           (Full title of the plans)

                                 JACK A. GREEN
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                 CONVERSE INC.
                                ONE FORDHAM ROAD
                       NORTH READING, MASSACHUSETTS 01864
                    (Name and address of agent for service)
                                 (508) 664-1100
         (Telephone number, including area code, of agent for service)
                                        
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
================================================================================
                                            Proposed    Proposed
                                            maximum     maximum      Amount of
    Title of securities       Amount to     offering   aggregate   registration
     to be registered             be       price per    offering        fee
                              registered     share       price
================================================================================
Common stock,                 1,420,000
without par value..........   shares (1)     $6.25 (2)   8,875,000     $2,689.39
================================================================================
(1)  Consisting of 1,100,000 shares issuable under the Converse Inc. 1994 Stock
Option Plan, as Amended and Restated, 45,000 shares issuable under the Converse
Inc. Non-Employee Director Stock Option Plan, and 275,000 shares issuable under
the Consulting Agreement between Converse Inc. and Mark Goldston, dated October
13, 1995.

(2)  Estimated pursuant to Paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average high and low
sales prices of shares of Common Stock on October 1, 1996, as reported on the
New York Stock Exchange.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
           --------------------------------------- 

          The following documents, as filed by the Company with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement and made as a part hereof:

     (a)  the Company's Annual Report on Form 10-K for the year ended December
          30, 1995;

     (b)  the Company's Quarterly Reports on Form 10-Q for the quarter ended
          March 30, 1996 and June 29, 1996; and

     (c)  the description of the Common Stock of the Company that is contained
          in the Company's Form 10/A Amendment No. 2 to the Company's
          Registration Statement on Form 10, as filed with the Commission under
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          on November 23, 1994.

     All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement.  Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 4.        DESCRIPTION OF SECURITIES.
               ------------------------- 

               Not Applicable

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.
               -------------------------------------- 

               Not Applicable

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.
               ----------------------------------------- 

     Section 145 of the Delaware General Corporation Law (DGCL") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations.
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action

                                       2
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation or another enterprise if serving at the request of the
corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner such person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145 of
the DGCL further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

     As permitted by the DGCL, the Company's Amended and Restated Certificate of
Incorporation provides that the directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
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 of
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit.

     The Company's By-laws contain provisions for indemnification of directors,
officers, employees and agents which are substantially the same as Section 145
of the DGCL and also permit Converse to purchase insurance on behalf of any such
person against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not Converse would have the power to indemnify such person against
such liability under the foregoing provision of the By-laws.  Converse maintains
such insurance.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.
               ----------------------------------- 

               Not Applicable

                                       3
ITEM 8.

EXHIBITS.
---------
EXHIBIT NUMBERS                   EXHIBIT
---------------------------------------------------------
      5            Opinion of General Counsel of the
                   Registrant
   10.1            Converse Inc. 1994 Stock Option Plan,
                   as Amended and Restated.*
   10.2            Converse Inc. 1995 Non-Employee
                   Director Stock Option Plan.**
   10.3            Consulting Agreement by and between
                   Converse Inc. and Mark Goldston, dated
                   as of October 13, 1995.***
   23.1            Consent of General Counsel of the
                   Registrant (included as part of Exhibit
                   5)
   23.2            Consent of Price Waterhouse, LLP
   23.3            Consent of KPMG Peat Marwick, LLP
     24            Power of Attorney (included as part of
                   the signature page)
ITEM 9.        UNDERTAKINGS.
               ------------ 

     (a) The undersigned 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;

               (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, represents a fundamental
               change in the information set fourth in the Registration
               Statement; and

               (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 subparagraphs (a)(1)(i) and (a)(1)(ii) of
          this section do not apply if the information required to be included
          in a post-effective amendment by those subparagraphs 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.

--------------------------------
*    Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 29, 1996.
**   Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
***  Incorporated by reference to Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the year ended December 30, 1995.

                                       4
(2)  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.

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

     (b)  The undersigned registrant hereby undertakes that, for purposes 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 that is incorporated by reference in this Registration
     Statement shall be deemed to be a new Registration Statement relating to
     the securities offered herein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted by 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 of 1933 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 of 1933 and will be
     governed by the final adjudication of such issue.

                                       5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
     Company 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 North Reading, Massachusetts on this 30th day
     of September, 1996.

                              CONVERSE INC.

                              By:  /s/ Glenn N. Rupp
                                   -----------------
                                    Glenn N. Rupp
                                    Chief Executive Officer and
                                    Chairman of the Board

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

          Each person, in so signing, also makes, constitutes and appoints Glenn
     N. Rupp and Donald J. Camacho, and each such officer acting singly, his
     true and lawful attorney-in-fact, in his name, place and stead to execute
     and cause to be filed with the Securities and Exchange Commission any or
     all amendments to this Registration Statement, with all exhibits and any
     and all documents required to be filed with respect thereto, and to do and
     perform each and every act and thing necessary to effectuate the same.
Name                           Title                        Date
----                           -----                        ----
/s/ Glenn N. Rupp                Chairman of the Board      September 30, 1996
----------------------------     and Chief Executive 
Glenn N. Rupp                    Officer and Director 
                                 (Principal Executive 
                                 Officer)

 
/s/ Donald J. Camacho            Chief Financial Officer    September 30, 1996
----------------------------     and Senior Vice President
Donald J. Camacho                (Principal Financial and  
                                 Accounting Officer)            
                              
 
/s/ Glibert Ford                 Vice Chairman and          September 30, 1996
----------------------------     Director 
Gilbert Ford

 
/s/ Donald J. Barr               Director                   September 30, 1996
----------------------------
Donald J. Barr
6
/s/ Leon D. Black                Director                   September 30, 1996
---------------------------                                          
Leon D. Black

/s/ Julius W. Erving             Director                   September 30, 1996
---------------------------                                       
Julius W. Erving

/s/ Robert H. Falk               Director                   September 30, 1996
---------------------------                                              
Robert H. Falk

/s/ Michael S. Gross             Director                   September 30, 1996
---------------------------                                       
Michael S. Gross

/s/ John J. Hannan               Director                   September 30, 1996
---------------------------                                         
John J. Hannan

/s/ Joshua J. Harris             Director                   September 30, 1996
---------------------------                                       
Joshua J. Harris

/s/ John H. Kissick              Director                   September 30, 1996
---------------------------                                        
John H. Kissick

/s/ Richard B. Loynd             Director                   September 30, 1996
---------------------------                                       
Richard B. Loynd

/s/ Michael D. Weiner            Director                   September 30, 1996
---------------------------                                      
Michael D. Weiner

                                       7
INDEX TO EXHIBITS
EXHIBIT NUMBERS                  EXHIBIT
---------------------------------------------------------
5             Opinion of General Counsel of the
                     Registrant
    10.1             Converse Inc. 1994 Stock Option Plan,
                     as Amended and Restated.*
    10.2             Converse Inc. 1995 Non-Employee
                     Director Stock Option Plan.**
    10.3             Consulting Agreement by and between
                     Converse Inc. and Mark Goldston, dated
                     as of October 13, 1995.***
    23.1             Consent of General Counsel of the
                     Registrant (included as part of Exhibit
                     5)
    23.2             Consent of Price Waterhouse, LLP
    23.3             Consent of KPMG Peat Marwick, LLP
      24             Power of Attorney (included as part of
                     the signature page)
-----------------------
*    Incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 29, 1996.
**   Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
***  Incorporated by reference to Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the year ended December 30, 1995.

                                       8