As filed with the Securities and Exchange Commission on July 13, 2000
                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 FOOTSTAR, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

               Delaware                              22-3439443
               --------                              ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             933 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                            ------------------------
    (Address, including zip code of registrant's principal executive offices)

                                 Footstar, Inc.
                           2000 Equity Incentive Plan
                           --------------------------
                            (Full title of the Plan)

                             Maureen Richards, Esq.
                     General Counsel and Corporate Secretary
                             933 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                 (201) 934-2000
                                 --------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Warren J. Casey, Esq.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-6300

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

========================= ====================== ======================= ====================== ======================
  Title of Securities         Amount to be          Proposed Maximum       Proposed Maximum           Amount of
    to be Registered         Registered (1)          Offering Price       Aggregate Offering      Registration Fee
                                                     Per Share (2)               Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                   <C>                     <C>                    <C>
Common Stock, Par Value         2,000,000             $37.09                  $74,180,000.00         $19,583.52
$.01 per share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

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

         (1) Estimated  solely for the purpose of calculating  the  registration
    fee based upon the  Registrant's  current estimate of shares of Common Stock
    issuable  pursuant to the  Footstar,  Inc. 2000 Equity  Incentive  Plan (the
    "Plan"). Also includes,  pursuant to Rule 416(b) under the Securities Act of
    1933, as amended (the "Securities  Act"),  additional shares of Common Stock
    that may be issuable pursuant to anti-dilution provisions of the Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
    fee. Such estimate has been computed in accordance with Rule 457(c) and Rule
    457(h) under the  Securities Act based on the average high and low prices of
    the Registrant's  Common Stock as reported on the New York Stock Exchange on
    July 11, 2000.

<PAGE>

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

ITEM 1.  Plan Information

         Not required to be filed with this Registration Statement.

ITEM 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Documents Incorporated By Reference

         The following  documents  filed by Footstar,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

     1.  The Company's  Annual Report on Form 10-K for the year ended January 1,
         2000, filed on March 31, 2000.

    2.   The Company's  Current  Report on Form 8-K dated  February 16, 2000 and
         filed with the  Commission on February 22, 2000 reporting the Company's
         1999  fourth   quarter  and  full  year   financial   results  and  the
         authorization of the Company's Fifth Share Repurchase Program.

    3.   The Company's  Current Report on Form 8-K dated March 7, 2000 and filed
         with  the   Commission  on  March  22,  2000  reporting  the  Company's
         acquisition  of certain  assets of Just For Feet,  Inc.,  the  athletic
         footwear  and  apparel  retailer,  on March 7, 2000 for $66.8  million,
         subject to post-closing adjustments.

    4.   The Company's  Current  Report on Form 10-Q for the quarter ended April
         1, 2000, filed with the Commission on May 15, 2000.

    5.   The  Company's  Current  Report on Form 8-K  dated  and filed  with the
         Commission on May 22, 2000 reporting that the Company's  integration of
         Just For  Feet,  Inc.  is ahead of plan and  announcing  the  Company's
         second quarter earnings.

    6.   The Company's  amended Current Report on Form 8-K/A dated March 7, 2000
         and filed on May 22, 2000  incorporating  the financial  statements and
         pro  forma  financial  information  with  the  Commission  and  related
         documents regarding the Company's acquisition of certain assets of Just
         For Feet, Inc. on March 7, 2000.

    7.   The  description  of the Company's  Common Stock  contained in the Form
         10/A  Information  Statement  dated  September 25, 1996,  including any
         amendment  thereto or report  filed for the  purpose of  updating  such
         description.

<PAGE>

         All documents hereafter filed by the Company or the Footstar, Inc. 2000
Equity  Incentive Plan (the "Plan")  pursuant to Sections  13(a),  13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters  all  securities  then remaining  unsold,  are hereby
incorporated by reference in this  Registration  Statement and are a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  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 of this Registration Statement.

ITEM 4.  Description of Securities

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

         Not applicable.

ITEM 6.  Indemnification of Directors and Officers

         Indemnification.  Article Ninth of the Amended and Restated Certificate
of Incorporation  of the Company  provides that the corporation  shall indemnify
its present and former  officers and  directors  serving at its request  against
expenses incurred in connection with any threatened, pending or completed civil,
criminal,  administrative  or  investigative  proceeding  to the fullest  extent
permitted  by Delaware  law. The right to  indemnification  conferred in Article
Ninth of the Amended and Restated  Certificate of  Incorporation  of the Company
also  includes  the right to be paid by the  Company  the  expenses  incurred in
connection with any such  proceeding in advance of its final  disposition to the
fullest extent authorized by Delaware law.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation may indemnify its directors,  officers, employees and agents against
judgments, fines, penalties,  amounts paid in settlement and expenses, including
attorneys' fees, resulting from various types of legal actions or proceedings if
the  actions  of the party  being  indemnified  meet the  standards  of  conduct
specified  therein.  Determinations  concerning  whether  or not the  applicable
standard of conduct has been met can be made by (a) a disinterested  majority of
the Board of Directors,  (b)  independent  legal counsel,  or (c) an affirmative
vote of a majority of shares held by the  shareholders.  No  indemnification  is
permitted to be made to or on behalf of a corporate director,  officer, employee
or agent if a  judgment  or other  final  adjudication  adverse  to such  person
establishes that his acts or omissions (a) were in breach of his duty of loyalty
to the corporation or its  shareholders,  (b) were not in good faith or involved
in a knowing  violation  of law or (c) resulted in receipt by such person of any
improper personal benefit.

         Limitation  on  Liability.  Article  Ninth of the Amended and  Restated
Certificate of Incorporation of the Company provides:

                  A director of the  Corporation  shall,  to the fullest  extent
         permitted  by Delaware  Law,  not be liable to the  Corporation  or its
         stockholders  for monetary  damages for breach of  fiduciary  duty as a
         director.

         Section  102  of  the  Delaware  General   Corporation  Law  permits  a
corporation to provide in its  Certificate of  Incorporation  that a director or
officer shall not be personally  liable to the  corporation or its  shareholders
for breach of any duty owed to the corporation or its shareholders,  except that
such  provisions  shall not relieve a director or officer from liability for any
breach of duty based upon an action or omission  (a) in breach of such  person's
duty of loyalty to the corporation or its shareholders, (b) not in good faith or
involving  intentional  misconduct or a knowing  violation of law, (c) involving
the payment of unlawful  dividends or  expenditure  of funds for unlawful  stock
purchases  or  redemptions,  or (d)  resulting  in receipt by such person of any
improper personal benefit.

         Insurance.  Article  Ninth of the Amended and Restated  Certificate  of
Incorporation  authorizes the corporation to purchase and maintain  insurance on
behalf of any of the persons enumerated against any liability whether or not the
corporation  would have the power to indemnify him against such liability  under
Delaware law.

ITEM 7.  Exemption from Registration Claimed

         Not applicable.

<PAGE>

ITEM 8.  Exhibits

  5        Opinion of Pitney, Hardin, Kipp & Szuch LLP

  10.11    Footstar,  Inc. 2000 Equity Incentive Plan (incorporated by reference
           to the Company's 1999 Annual Report on Form 10-K)

  15       Accountants' Acknowledgement

  23.1     Consent of KPMG LLP

  23.2     Consent of Pitney,  Hardin,  Kipp & Szuch LLP  (included in Exhibit 5
           hereto)

ITEM 9.    Undertakings

  1.     The undersigned Registrant hereby undertakes:

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

        (b)       That, for the purposes of determining  any liability under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new Registration Statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

   2.      The undersigned  Registrant  hereby  undertakes that, for purposes of
           determining  any liability  under the  Securities  Act of 1933,  each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section  15(d) of the  Securities  Exchange  Act of 1934 (and,  where
           applicable,  each filing of an employee  benefit plan's annual report
           pursuant to Section  15(d) of the  Securities  Exchange  Act of 1934)
           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.

   3.      Insofar  as  indemnification   for  liabilities   arising  under  the
           Securities  Act of 1933 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 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
           Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Mahwah, State of New Jersey, on July 11, 2000.


                                      FOOTSTAR, INC.

                                           J.M. ROBINSON
                                      By:  _______________________________
                                           J. M. Robinson
                                           Chairman of the Board,
                                           Chief Executive Officer and President


         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 date indicated.

<TABLE>
<CAPTION>


Signature                                                   Title                                Date
---------                                                   -----                                ----
<S>                                              <C>                                         <C>
CARLOS E. ALBERINI
--------------------------------------------     Senior Vice President and                   July 11, 2000
Carlos E. Alberini                                Chief Financial Officer

ROBERT A. DAVIES                                          Director                           July 9, 2000
--------------------------------------------
Robert A. Davies, III

GEORGE S. DAY                                             Director                           July 7, 2000
--------------------------------------------
George S. Day

STANLEY P. GOLDSTEIN                                      Director                           July 11, 2000
--------------------------------------------
Stanley P. Goldstein

TERRY R. LAUTENBACH                                       Director                           July 8, 2000
--------------------------------------------
Terry R. Lautenbach

BETTYE MARTIN MUSHAM                                      Director                           July 7, 2000
--------------------------------------------
Bettye Martin Musham

KENNETH S. OLSHAN                                         Director                           July 10, 2000
--------------------------------------------
Kenneth S. Olshan

NEELE K. STEARNS, JR.                                     Director                           July 7, 2000
--------------------------------------------
Neele E. Stearns, Jr.


</TABLE>

<PAGE>


                                INDEX TO EXHIBITS


Exhibit 5         Opinion of Pitney, Hardin, Kipp & Szuch LLP

Exhibit 10.11     Footstar,  Inc. 2000 Equity Incentive Plan (incorporated
                  by reference to the Company's 1999 Annual Report on Form 10-K)

Exhibit 15        Accountants' Acknowledgement

Exhibit 23.1      Consent of KPMG LLP

Exhibit 23.2      Consent of Pitney,  Hardin, Kipp & Szuch LLP (included in
                  Exhibit 5 hereto)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "INITIAL REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 18563}]
{"company-data": {"conformed-name": "FOOTSTAR INC", "cik": "0001011308", "assigned-sic": "5661", "irs-number": "223439443", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41390", "film-number": "672608"}, "business-address": {"street1": "933 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430", "phone": "2019342000"}, "mail-address": {"street1": "933 MACARTHUR BOULEVARD", "city": "MAHWAH", "state": "NJ", "zip": "07430"}, "former-company": {"former-conformed-name": "FOOTWEAR GROUP INC", "date-changed": "19960327"}}
As filed with the Securities and Exchange Commission on July 13, 2000
                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 FOOTSTAR, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

               Delaware                              22-3439443
               --------                              ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             933 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                            ------------------------
    (Address, including zip code of registrant's principal executive offices)

                                 Footstar, Inc.
                           2000 Equity Incentive Plan
                           --------------------------
                            (Full title of the Plan)

                             Maureen Richards, Esq.
                     General Counsel and Corporate Secretary
                             933 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                 (201) 934-2000
                                 --------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Warren J. Casey, Esq.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-6300
CALCULATION OF REGISTRATION FEE

========================= ====================== ======================= ====================== ======================
  Title of Securities         Amount to be          Proposed Maximum       Proposed Maximum           Amount of
    to be Registered         Registered (1)          Offering Price       Aggregate Offering      Registration Fee
                                                     Per Share (2)               Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, Par Value         2,000,000             $37.09                  $74,180,000.00         $19,583.52
$.01 per share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
---------------------

         (1) Estimated  solely for the purpose of calculating  the  registration
    fee based upon the  Registrant's  current estimate of shares of Common Stock
    issuable  pursuant to the  Footstar,  Inc. 2000 Equity  Incentive  Plan (the
    "Plan"). Also includes,  pursuant to Rule 416(b) under the Securities Act of
    1933, as amended (the "Securities  Act"),  additional shares of Common Stock
    that may be issuable pursuant to anti-dilution provisions of the Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
    fee. Such estimate has been computed in accordance with Rule 457(c) and Rule
    457(h) under the  Securities Act based on the average high and low prices of
    the Registrant's  Common Stock as reported on the New York Stock Exchange on
    July 11, 2000.
PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information

         Not required to be filed with this Registration Statement.

ITEM 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Documents Incorporated By Reference

         The following  documents  filed by Footstar,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

     1.  The Company's  Annual Report on Form 10-K for the year ended January 1,
         2000, filed on March 31, 2000.

    2.   The Company's  Current  Report on Form 8-K dated  February 16, 2000 and
         filed with the  Commission on February 22, 2000 reporting the Company's
         1999  fourth   quarter  and  full  year   financial   results  and  the
         authorization of the Company's Fifth Share Repurchase Program.

    3.   The Company's  Current Report on Form 8-K dated March 7, 2000 and filed
         with  the   Commission  on  March  22,  2000  reporting  the  Company's
         acquisition  of certain  assets of Just For Feet,  Inc.,  the  athletic
         footwear  and  apparel  retailer,  on March 7, 2000 for $66.8  million,
         subject to post-closing adjustments.

    4.   The Company's  Current  Report on Form 10-Q for the quarter ended April
         1, 2000, filed with the Commission on May 15, 2000.

    5.   The  Company's  Current  Report on Form 8-K  dated  and filed  with the
         Commission on May 22, 2000 reporting that the Company's  integration of
         Just For  Feet,  Inc.  is ahead of plan and  announcing  the  Company's
         second quarter earnings.

    6.   The Company's  amended Current Report on Form 8-K/A dated March 7, 2000
         and filed on May 22, 2000  incorporating  the financial  statements and
         pro  forma  financial  information  with  the  Commission  and  related
         documents regarding the Company's acquisition of certain assets of Just
         For Feet, Inc. on March 7, 2000.

    7.   The  description  of the Company's  Common Stock  contained in the Form
         10/A  Information  Statement  dated  September 25, 1996,  including any
         amendment  thereto or report  filed for the  purpose of  updating  such
         description.
All documents hereafter filed by the Company or the Footstar, Inc. 2000
Equity  Incentive Plan (the "Plan")  pursuant to Sections  13(a),  13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters  all  securities  then remaining  unsold,  are hereby
incorporated by reference in this  Registration  Statement and are a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  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 of this Registration Statement.

ITEM 4.  Description of Securities

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

         Not applicable.

ITEM 6.  Indemnification of Directors and Officers

         Indemnification.  Article Ninth of the Amended and Restated Certificate
of Incorporation  of the Company  provides that the corporation  shall indemnify
its present and former  officers and  directors  serving at its request  against
expenses incurred in connection with any threatened, pending or completed civil,
criminal,  administrative  or  investigative  proceeding  to the fullest  extent
permitted  by Delaware  law. The right to  indemnification  conferred in Article
Ninth of the Amended and Restated  Certificate of  Incorporation  of the Company
also  includes  the right to be paid by the  Company  the  expenses  incurred in
connection with any such  proceeding in advance of its final  disposition to the
fullest extent authorized by Delaware law.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation may indemnify its directors,  officers, employees and agents against
judgments, fines, penalties,  amounts paid in settlement and expenses, including
attorneys' fees, resulting from various types of legal actions or proceedings if
the  actions  of the party  being  indemnified  meet the  standards  of  conduct
specified  therein.  Determinations  concerning  whether  or not the  applicable
standard of conduct has been met can be made by (a) a disinterested  majority of
the Board of Directors,  (b)  independent  legal counsel,  or (c) an affirmative
vote of a majority of shares held by the  shareholders.  No  indemnification  is
permitted to be made to or on behalf of a corporate director,  officer, employee
or agent if a  judgment  or other  final  adjudication  adverse  to such  person
establishes that his acts or omissions (a) were in breach of his duty of loyalty
to the corporation or its  shareholders,  (b) were not in good faith or involved
in a knowing  violation  of law or (c) resulted in receipt by such person of any
improper personal benefit.

         Limitation  on  Liability.  Article  Ninth of the Amended and  Restated
Certificate of Incorporation of the Company provides:

                  A director of the  Corporation  shall,  to the fullest  extent
         permitted  by Delaware  Law,  not be liable to the  Corporation  or its
         stockholders  for monetary  damages for breach of  fiduciary  duty as a
         director.

         Section  102  of  the  Delaware  General   Corporation  Law  permits  a
corporation to provide in its  Certificate of  Incorporation  that a director or
officer shall not be personally  liable to the  corporation or its  shareholders
for breach of any duty owed to the corporation or its shareholders,  except that
such  provisions  shall not relieve a director or officer from liability for any
breach of duty based upon an action or omission  (a) in breach of such  person's
duty of loyalty to the corporation or its shareholders, (b) not in good faith or
involving  intentional  misconduct or a knowing  violation of law, (c) involving
the payment of unlawful  dividends or  expenditure  of funds for unlawful  stock
purchases  or  redemptions,  or (d)  resulting  in receipt by such person of any
improper personal benefit.

         Insurance.  Article  Ninth of the Amended and Restated  Certificate  of
Incorporation  authorizes the corporation to purchase and maintain  insurance on
behalf of any of the persons enumerated against any liability whether or not the
corporation  would have the power to indemnify him against such liability  under
Delaware law.

ITEM 7.  Exemption from Registration Claimed

         Not applicable.
ITEM 8.  Exhibits

  5        Opinion of Pitney, Hardin, Kipp & Szuch LLP

  10.11    Footstar,  Inc. 2000 Equity Incentive Plan (incorporated by reference
           to the Company's 1999 Annual Report on Form 10-K)

  15       Accountants' Acknowledgement

  23.1     Consent of KPMG LLP

  23.2     Consent of Pitney,  Hardin,  Kipp & Szuch LLP  (included in Exhibit 5
           hereto)

ITEM 9.    Undertakings

  1.     The undersigned Registrant hereby undertakes:

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

        (b)       That, for the purposes of determining  any liability under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new Registration Statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

   2.      The undersigned  Registrant  hereby  undertakes that, for purposes of
           determining  any liability  under the  Securities  Act of 1933,  each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section  15(d) of the  Securities  Exchange  Act of 1934 (and,  where
           applicable,  each filing of an employee  benefit plan's annual report
           pursuant to Section  15(d) of the  Securities  Exchange  Act of 1934)
           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.

   3.      Insofar  as  indemnification   for  liabilities   arising  under  the
           Securities  Act of 1933 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 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
           Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Mahwah, State of New Jersey, on July 11, 2000.

                                      FOOTSTAR, INC.

                                           J.M. ROBINSON
                                      By:  _______________________________
                                           J. M. Robinson
                                           Chairman of the Board,
                                           Chief Executive Officer and President

         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 date indicated.
Signature                                                   Title                                Date
---------                                                   -----                                ----
CARLOS E. ALBERINI
--------------------------------------------     Senior Vice President and                   July 11, 2000
Carlos E. Alberini                                Chief Financial Officer

ROBERT A. DAVIES                                          Director                           July 9, 2000
--------------------------------------------
Robert A. Davies, III

GEORGE S. DAY                                             Director                           July 7, 2000
--------------------------------------------
George S. Day

STANLEY P. GOLDSTEIN                                      Director                           July 11, 2000
--------------------------------------------
Stanley P. Goldstein

TERRY R. LAUTENBACH                                       Director                           July 8, 2000
--------------------------------------------
Terry R. Lautenbach

BETTYE MARTIN MUSHAM                                      Director                           July 7, 2000
--------------------------------------------
Bettye Martin Musham

KENNETH S. OLSHAN                                         Director                           July 10, 2000
--------------------------------------------
Kenneth S. Olshan

NEELE K. STEARNS, JR.                                     Director                           July 7, 2000
--------------------------------------------
Neele E. Stearns, Jr.
INDEX TO EXHIBITS

Exhibit 5         Opinion of Pitney, Hardin, Kipp & Szuch LLP

Exhibit 10.11     Footstar,  Inc. 2000 Equity Incentive Plan (incorporated
                  by reference to the Company's 1999 Annual Report on Form 10-K)

Exhibit 15        Accountants' Acknowledgement

Exhibit 23.1      Consent of KPMG LLP

Exhibit 23.2      Consent of Pitney,  Hardin, Kipp & Szuch LLP (included in
                  Exhibit 5 hereto)