As filed with the Securities and Exchange Commission 
                    on June 21, 1994.
                             
       
                                 Registration No. 33-___________
- -------------------------------------------------------------------
- -------------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549



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


                  OSHMAN'S SPORTING GOODS, INC.
     (Exact name of Registrant as specified in its charter)

DELAWARE                  2302 Maxwell Lane              74-1031691
(State or other          Houston, Texas 77023          (I.R.S. Employer
jurisdiction of         (Address of principal         Identification No.)
incorporation or         executive offices)
 organization)               (Zip Code)


                    ---------------------------

                    OSHMAN'S SPORTING GOODS, INC.
                        1994 OMNIBUS PLAN
                     (Full title of the plan)

                   -----------------------------

                          R. L. BOCKART
                         2302 Maxwell Lane
                       Houston, Texas  77023
                (Name and address of agent for service)

                          (713) 928-3171
     (Telephone number, including area code, of agent for
                             service)

                  ------------------------------
                            Copy to:
                         Diana M. Hudson
               Mayor, Day, Caldwell & Keeton, L.L.P.
                          1900 NCNB Center
                           700 Louisiana
                       Houston, Texas  77002
                           (713) 225-7100
                   -------------------------------

                  CALCULATION OF REGISTRATION FEE


         Title of                Amount to be     Proposed maximum
securities to be registered       registered     offering price per
                                                      share(1)
- ------------------------------------------------------------------
Common Stock, par value $1.00      500,000            $7.0625
per share


    Proposed maximum                 Amount of registration
aggregate offering price (1)                  fee
- ------------------------------------------------------------------
      $3,531,250                            $1,218



(1)      Estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) based on the average
         of the high and low per share sales prices of the Company's
         Common Stock on June 14, 1994 as reported on the NASDAQ
         National Market System.
- -------------------------------------------------------------------
- -------------------------------------------------------------------


<PAGE>

                           PART I


      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION*

*        Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration Statement
in accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the Note to Part I of Form S-8.


                          PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

             (a)  The Company's Annual Report on Form 10-K for the
         year ended January 29, 1994 (File No. 0-5648);

             (b)  All other 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 document referred to in (a) above; and

             (c)  The description of the Company's Common Stock
         contained in the registration statement pursuant to which
         the Company's shares of Common Stock were registered under
         Section 12(g) of the Exchange Act, and any amendments or
         reports filed for the purpose of updating such
         description.

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

Item 4.  DESCRIPTION OF SECURITIES

     Not applicable.


<PAGE>                          - 1 -

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby is being
passed upon for the Company by Mayor, Day, Caldwell & Keeton,
L.L.P., 700 Louisiana, Suite 1900, Houston, Texas 77002.

     The Consolidated Financial Statements in the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 1994,
incorporated by reference in this Registration Statement, have been
so incorporated in reliance on the report of Grant Thornton,
independent accountants, given on the authority of such firm as
experts in accounting and auditing.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Bylaws of the Company provide that the Company shall
indemnify its directors, in their capacities as such, to the full
extent permitted by law and may so indemnify its officers, agents
and employees.  

     Section 145 of Chapter 1 of Title 8 of the Delaware Code
provides as follows:  

     Section 145.  Indemnification of officers, directors,
                   --------------------------------------
                   employees and agents; insurance. 
                   -------------------------------

    (a)  A corporation shall have the power 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, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he 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 his conduct was unlawful.  The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he 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 reasonable cause to
believe that his conduct was unlawful.  

     (b)  A corporation shall have the power 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 or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the

                              - 2 -

corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person if fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper.  

     (c)  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.  

     (d)  Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and
(b) of this section.  Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.  

     (e)  Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this Section.  Such expenses
(including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board
of directors deems appropriate.  

     (f)  The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.  

     (g)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this
Section.  

     (h)  For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a 

                                - 3 -

constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate
existence had continued.  

            (i)  For purposes of this Section, references to "other
     enterprises" shall include employee benefit plans; references
     to "fines" shall include any excise taxes assessed on a person
     with respect to an employee benefit plan; and references to
     "serving at the request of the corporation" shall include any
     service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by,
     such director, officer, employee, or agent with respect to an
     employee benefit plan, its participants or beneficiaries; and
     a person who acted in good faith and in a manner he reasonably
     believed to be in the interest of the participants and
     beneficiaries of any employee benefit plan shall be deemed to
     have acted in a manner "not opposed to the best interests of
     the corporation" as referred to in this Section.  

            (j)  The indemnification and advancement of expenses
     provided by or granted pursuant to this Section shall, unless
     otherwise provided when authorized or ratified, continue as to
     a person who has ceased to be a director, officer, employee or
     agent and shall inure to the benefit of the heirs, executors
     and administrators of such a person.  

     The Company has in effect policies of insurance indemnifying
its directors and officers against certain of the liabilities which
they may incur in acting in their capacities as such, all within
specified limits.  

     Insofar as the 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 Securities and Exchange 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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                              - 4 -

Item 8.  EXHIBITS

     Reference is made to the Exhibit Index which immediately
precedes the exhibits filed with this Registration Statement.

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, unless the
          information required to be included in a post-effective
          amendment is contained in a periodic report filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 which is incorporated by
          reference in this Registration Statement;

               (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,
          unless the information required to be included in a post-
          effective amendment is contained in a periodic report
          filed by the Registrant pursuant to Section 13 or
          Section 15(d) of the Securities Exchange Act of 1934
          which is incorporated by reference in this 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.

            (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.

     The undersigned Registrant hereby undertakes that, for the
purpose 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 that is incorporated by
reference in the 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.

          See Item 6, "Indemnification of Directors and Officers,"
for the undertaking pursuant to Item 512(h) of Regulation S-K.

                              - 5 -

                          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, in the City
of Houston, State of Texas, on the 17th day of June, 1994.

                                OSHMAN'S SPORTING GOODS, INC.


                                By/s/ ALVIN N. LUBETKIN
                                --------------------------
                                   Alvin N. Lubetkin
                                   Vice Chairman of the Board,
                                   President and Chief Executive
                                     Officer 

                          POWER OF ATTORNEY

     The undersigned directors and officers of Oshman's Sporting
Goods, Inc. do hereby constitute and appoint Alvin N. Lubetkin and
William N. Anderson or either of them, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in
our name and behalf in our capacities as directors and officers,
and to execute any and all instruments for us and in our names in
the capacities indicated below which such person or persons may
deem necessary or advisable to enable Oshman's Sporting Goods, Inc.
to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to
sign for us, or any of us, in the capacities indicated below any
and all amendments (including post-effective amendments) hereto and
we do hereby ratify and confirm all that such person or persons
shall 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 by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

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

<S>                         <C>                       <C>
/s/ MARILYN OSHMAN          Chairman of the Board     June 17, 1994
- -------------------         of Directors
Marilyn Oshman              


/s/ ALVIN N. LUBETKIN       Vice Chairman of the      June 17, 1994
- ---------------------       Board, President, Chief
Alvin N. Lubetkin           Executive Officer 
                            (Principal Executive
                            Officer) and Director


/s/ EDWARD R. CARLIN        Executive Vice President  June 17, 1994
- ---------------------       and Chief Financial Officer
Edward R. Carlin            (Principal Financial and
                             Accounting Officer)


/s/ MARVIN ARONOWITZ         Director                 June 17, 1994
- ----------------------
Marvin Aronowitz


/s/ FRED M. GERSON           Director                 June 17, 1994
- ----------------------
Fred M. Gerson


/s/ STEWART ORTON            Director                 June 17, 1994
- ----------------------
Stewart Orton


/s/ DOLPH B. H. SIMON
- ----------------------
Dolph B. H. Simon            Director                 June 17, 1994

</TABLE>

                              - 6 -
<PAGE>

              SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549
                    ----------------------








                         FORM S-8

                   REGISTRATION STATEMENT 
                           UNDER
                 THE SECURITIES ACT OF 1933
                -----------------------------


                 OSHMAN'S SPORTING GOODS, INC.


                      2302 Maxwell Lane
                    Houston, Texas  77023




                       E X H I B I T S 

<PAGE>

                  OSHMAN'S SPORTING GOODS, INC.

                       INDEX TO EXHIBITS
                       -----------------

Exhibit No.             Description

   4.1            Certificate of Incorporation of Oshman's Sporting
                  Goods, Inc., as amended to date.  (Filed as
                  Exhibit 4.1 to the Company's Form 10-K for the
                  fiscal year ended January 31, 1987 and
                  incorporated herein by reference.)

   4.2            Bylaws of Oshman's Sporting Goods, Inc., as
                  amended to date.  (Filed as Exhibit 4.2 to the
                  Company's Form 10-K for the fiscal year ended
                  January 31, 1987 and incorporated herein by
                  reference.)

   4.3            Oshman's Sporting Goods, Inc. 1994 Omnibus Plan. 

   5              Opinion of Mayor, Day, Caldwell & Keeton,
                  L.L.P.

   23.1           Consent of Grant Thornton.

   23.2           Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
                  (included in Exhibit 5).

   24             Powers of Attorney (included on page 6 of this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "OSHMAN'S S-8", "secsgml_size_bytes": 23861}]
{"company-data": {"conformed-name": "OSHMANS SPORTING GOODS INC", "cik": "0000075043", "assigned-sic": "5940", "irs-number": "741031691", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54221", "film-number": "94535029"}, "business-address": {"street1": "2302 MAXWELL LN", "city": "HOUSTON", "state": "TX", "zip": "77023-4899", "phone": "7139283171"}, "mail-address": {"street2": "2302 MAXWELL LANE", "city": "HOUSTON", "state": "TX", "zip": "77023-4899"}, "former-company": {"former-conformed-name": "OSHMANS INC", "date-changed": "19710603"}}
As filed with the Securities and Exchange Commission 
                    on June 21, 1994.
                             
       
                                 Registration No. 33-___________
- -------------------------------------------------------------------
- -------------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

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

                  OSHMAN'S SPORTING GOODS, INC.
     (Exact name of Registrant as specified in its charter)

DELAWARE                  2302 Maxwell Lane              74-1031691
(State or other          Houston, Texas 77023          (I.R.S. Employer
jurisdiction of         (Address of principal         Identification No.)
incorporation or         executive offices)
 organization)               (Zip Code)

                    ---------------------------

                    OSHMAN'S SPORTING GOODS, INC.
                        1994 OMNIBUS PLAN
                     (Full title of the plan)

                   -----------------------------

                          R. L. BOCKART
                         2302 Maxwell Lane
                       Houston, Texas  77023
                (Name and address of agent for service)

                          (713) 928-3171
     (Telephone number, including area code, of agent for
                             service)

                  ------------------------------
                            Copy to:
                         Diana M. Hudson
               Mayor, Day, Caldwell & Keeton, L.L.P.
                          1900 NCNB Center
                           700 Louisiana
                       Houston, Texas  77002
                           (713) 225-7100
                   -------------------------------

                  CALCULATION OF REGISTRATION FEE

         Title of                Amount to be     Proposed maximum
securities to be registered       registered     offering price per
                                                      share(1)
- ------------------------------------------------------------------
Common Stock, par value $1.00      500,000            $7.0625
per share

    Proposed maximum                 Amount of registration
aggregate offering price (1)                  fee
- ------------------------------------------------------------------
      $3,531,250                            $1,218

(1)      Estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) based on the average
         of the high and low per share sales prices of the Company's
         Common Stock on June 14, 1994 as reported on the NASDAQ
         National Market System.
- -------------------------------------------------------------------
- -------------------------------------------------------------------
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION*

*        Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration Statement
in accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the Note to Part I of Form S-8.

                          PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

             (a)  The Company's Annual Report on Form 10-K for the
         year ended January 29, 1994 (File No. 0-5648);

             (b)  All other 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 document referred to in (a) above; and

             (c)  The description of the Company's Common Stock
         contained in the registration statement pursuant to which
         the Company's shares of Common Stock were registered under
         Section 12(g) of the Exchange Act, and any amendments or
         reports filed for the purpose of updating such
         description.

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

Item 4.  DESCRIPTION OF SECURITIES

     Not applicable.
- 1 -

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby is being
passed upon for the Company by Mayor, Day, Caldwell & Keeton,
L.L.P., 700 Louisiana, Suite 1900, Houston, Texas 77002.

     The Consolidated Financial Statements in the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 1994,
incorporated by reference in this Registration Statement, have been
so incorporated in reliance on the report of Grant Thornton,
independent accountants, given on the authority of such firm as
experts in accounting and auditing.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Bylaws of the Company provide that the Company shall
indemnify its directors, in their capacities as such, to the full
extent permitted by law and may so indemnify its officers, agents
and employees.  

     Section 145 of Chapter 1 of Title 8 of the Delaware Code
provides as follows:  

     Section 145.  Indemnification of officers, directors,
                   --------------------------------------
                   employees and agents; insurance. 
                   -------------------------------

    (a)  A corporation shall have the power 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, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he 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 his conduct was unlawful.  The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he 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 reasonable cause to
believe that his conduct was unlawful.  

     (b)  A corporation shall have the power 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 or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the

                              - 2 -

corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person if fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper.  

     (c)  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.  

     (d)  Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and
(b) of this section.  Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.  

     (e)  Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this Section.  Such expenses
(including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board
of directors deems appropriate.  

     (f)  The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.  

     (g)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this
Section.  

     (h)  For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a 

                                - 3 -

constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate
existence had continued.  

            (i)  For purposes of this Section, references to "other
     enterprises" shall include employee benefit plans; references
     to "fines" shall include any excise taxes assessed on a person
     with respect to an employee benefit plan; and references to
     "serving at the request of the corporation" shall include any
     service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by,
     such director, officer, employee, or agent with respect to an
     employee benefit plan, its participants or beneficiaries; and
     a person who acted in good faith and in a manner he reasonably
     believed to be in the interest of the participants and
     beneficiaries of any employee benefit plan shall be deemed to
     have acted in a manner "not opposed to the best interests of
     the corporation" as referred to in this Section.  

            (j)  The indemnification and advancement of expenses
     provided by or granted pursuant to this Section shall, unless
     otherwise provided when authorized or ratified, continue as to
     a person who has ceased to be a director, officer, employee or
     agent and shall inure to the benefit of the heirs, executors
     and administrators of such a person.  

     The Company has in effect policies of insurance indemnifying
its directors and officers against certain of the liabilities which
they may incur in acting in their capacities as such, all within
specified limits.  

     Insofar as the 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 Securities and Exchange 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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                              - 4 -

Item 8.  EXHIBITS

     Reference is made to the Exhibit Index which immediately
precedes the exhibits filed with this Registration Statement.

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, unless the
          information required to be included in a post-effective
          amendment is contained in a periodic report filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 which is incorporated by
          reference in this Registration Statement;

               (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,
          unless the information required to be included in a post-
          effective amendment is contained in a periodic report
          filed by the Registrant pursuant to Section 13 or
          Section 15(d) of the Securities Exchange Act of 1934
          which is incorporated by reference in this 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.

            (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.

     The undersigned Registrant hereby undertakes that, for the
purpose 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 that is incorporated by
reference in the 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.

          See Item 6, "Indemnification of Directors and Officers,"
for the undertaking pursuant to Item 512(h) of Regulation S-K.

                              - 5 -

                          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, in the City
of Houston, State of Texas, on the 17th day of June, 1994.

                                OSHMAN'S SPORTING GOODS, INC.

                                By/s/ ALVIN N. LUBETKIN
                                --------------------------
                                   Alvin N. Lubetkin
                                   Vice Chairman of the Board,
                                   President and Chief Executive
                                     Officer 

                          POWER OF ATTORNEY

     The undersigned directors and officers of Oshman's Sporting
Goods, Inc. do hereby constitute and appoint Alvin N. Lubetkin and
William N. Anderson or either of them, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in
our name and behalf in our capacities as directors and officers,
and to execute any and all instruments for us and in our names in
the capacities indicated below which such person or persons may
deem necessary or advisable to enable Oshman's Sporting Goods, Inc.
to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to
sign for us, or any of us, in the capacities indicated below any
and all amendments (including post-effective amendments) hereto and
we do hereby ratify and confirm all that such person or persons
shall 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 by the following
persons in the capacities and on the dates indicated.
Signature                     Title                 Date
    ---------                     -----                 -----
/s/ MARILYN OSHMAN          Chairman of the Board     June 17, 1994
- -------------------         of Directors
Marilyn Oshman              

/s/ ALVIN N. LUBETKIN       Vice Chairman of the      June 17, 1994
- ---------------------       Board, President, Chief
Alvin N. Lubetkin           Executive Officer 
                            (Principal Executive
                            Officer) and Director

/s/ EDWARD R. CARLIN        Executive Vice President  June 17, 1994
- ---------------------       and Chief Financial Officer
Edward R. Carlin            (Principal Financial and
                             Accounting Officer)

/s/ MARVIN ARONOWITZ         Director                 June 17, 1994
- ----------------------
Marvin Aronowitz

/s/ FRED M. GERSON           Director                 June 17, 1994
- ----------------------
Fred M. Gerson

/s/ STEWART ORTON            Director                 June 17, 1994
- ----------------------
Stewart Orton

/s/ DOLPH B. H. SIMON
- ----------------------
Dolph B. H. Simon            Director                 June 17, 1994
- 6 -
SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549
                    ----------------------

                         FORM S-8

                   REGISTRATION STATEMENT 
                           UNDER
                 THE SECURITIES ACT OF 1933
                -----------------------------

                 OSHMAN'S SPORTING GOODS, INC.

                      2302 Maxwell Lane
                    Houston, Texas  77023

                       E X H I B I T S
OSHMAN'S SPORTING GOODS, INC.

                       INDEX TO EXHIBITS
                       -----------------

Exhibit No.             Description

   4.1            Certificate of Incorporation of Oshman's Sporting
                  Goods, Inc., as amended to date.  (Filed as
                  Exhibit 4.1 to the Company's Form 10-K for the
                  fiscal year ended January 31, 1987 and
                  incorporated herein by reference.)

   4.2            Bylaws of Oshman's Sporting Goods, Inc., as
                  amended to date.  (Filed as Exhibit 4.2 to the
                  Company's Form 10-K for the fiscal year ended
                  January 31, 1987 and incorporated herein by
                  reference.)

   4.3            Oshman's Sporting Goods, Inc. 1994 Omnibus Plan. 

   5              Opinion of Mayor, Day, Caldwell & Keeton,
                  L.L.P.

   23.1           Consent of Grant Thornton.

   23.2           Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
                  (included in Exhibit 5).

   24             Powers of Attorney (included on page 6 of this
                  Registration Statement).