As filed with the Securities and Exchange Commission on June 25, 1997

                                                   Registration No. 33-_______
------------------------------------------------------------------------------

                       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                             (I.R.S. Employer
 of incorporation of organization)                          Identification No.)


                            933 MAC ARTHUR BOULEVARD
                            MAHWAH, NEW JERSEY 07430
          (Address, including zip code, of principal executive offices)

                   FOOTSTAR 1997 ASSOCIATE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 FOOTSTAR, INC.
                            933 MAC ARTHUR 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
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                       <C>                     <C>                     <C>                      <C>                    
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed maximum            Proposed                Amount of
     Securities to                to be               offering price             aggregate              registration
     be registered              registered             per unit (1)         offering price (1)              fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
------------------------- ----------------------- ----------------------- ------------------------ -----------------------

   Common Stock, Par            1,600,000                 $19.23              $30,768,000              $9,323.64
  Value $.01 per share
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
</TABLE>
---------------------
       (1) Calculated  pursuant to Rule 457(h)(1),  based upon the provisions of
        the Plan  whereby  shares are to be purchased at 85% of the stock price,
        and based  upon the  average  of the high and low price per share of the
        registrant's  common  stock  listed  on the New  York  Stock  Exchange
        as reported in The Dow Jones on June 20, 1997.


<PAGE>


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

   ITEM 1.           Plan Information.

           Not filed with this Registration Statement.


   ITEM 2.           Registrant Information and Employee Plan Annual
                     Information.

           Not filed with this Registration Statement.



   PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.           Incorporation of Documents 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
                December 28, 1996.

            2.  The  Company's  Current  Report  on Form  10-Q  filed  with the
                Commission on May 13, 1997.

            3.  The  description of the Company's  common stock contained in the
                Registration  Statement  on Form 10  registering  the  Company's
                common stock,  and any amendment or report filed for the purpose
                of updating such description.

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  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,  hereby are incorporated  herein by reference and shall be
   deemed a part hereof from the date of filing of such documents.


   ITEM 4.           Description of Securities.

                     Not applicable.


<PAGE>


   ITEM 5.           Interests of Named Experts and Counsel.

                     The report of KPMG Peat Marwick LLP, independent  certified
   public  accountants,  dated  February 12, 1997, relating to the  consolidated
   statements of financial  condition of the Company and its  subsidiaries as of
   December  28,  1996  and  December  31,  1995  and the  related  consolidated
   statements of income,  changes in  shareholders'  equity,  and cash flows for
   each of the years in the  three-year  period ended  December 28, 1996,  which
   report  appears in the  December  28, 1996 Annual  Report on Form 10-K of the
   Company,  is incorporated  herein by reference upon authority of said firm as
   experts in accounting and auditing.


   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  the   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  Corporation  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 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.

                     Neither the  amendment  nor repeal of the Article  Ninth of
            the Amended or Restated Certificate of Incorporation of the Company,
            by the shareholders of the Corporation, or otherwise shall adversely
            affect  any right or  protection  of a  director  or  officer of the
            Corporation existing at the time of such repeal or modification.

                     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  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, as to the legality of
                the securities being registered.

     15         Letter of KPMG Peat Marwick LLP re unaudited  interim  financial
                information.

     23(a)      Consent of KPMG Peat Marwick LLP.

     23(b)      Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                hereto).

     99         Summary Plan  Description of the Footstar 1997  Associate  Stock
                Purchase Plan.

   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 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 that is  incorporated  by
                     reference in this Registration Statement shall be deemed to
                     be a new registration  statement relating to the securities
                     offered  therein,  and the offering of such  securities  at
                     that  time  shall be  deemed  to be the  initial  bona fide
                     offering thereof.

            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,  as
   amended,  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 County of Bergen,  State of New Jersey, on
   the 24 day of June, 1997.

                                              FOOTSTAR, INC.

                                        
                                        /S/ J.M. ROBINSON
                                     By:-----------------------------------
                                        Chairman of the Board, Chief Executive
                                        Officer and President of the Corporation


            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended, this registration statement has been signed by the following persons
   in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

<S>                                  <C>                                         <C>
            Signature                           Title                               Date

 /S/ J.M. ROBINSON                     Chairman of the Board, Chief              June 24, 1997
--------------------------         Executive Officer, President of
   J.M. Robinson                       the Corporation and Director

/S/ CARLOS E. ALBERINI                 Senior Vice President and Chief           June 24, 1997
--------------------------                   Financial Officer
   Carlos E. Alberini

/S/ DONALD V. ROACH                          Vice President and                  June 24, 1997
--------------------------                  Corporate Controller
   Donald V. Roach

/S/ STANLEY P. GOLDSTEIN                         Director                        June 24, 1997
--------------------------
   Stanley P. Goldstein

/S/ GEORGE S. DAY                                Director                        June 24, 1997
--------------------------
   George S. Day

/S/ TERRY R. LAUTENBACH                          Director                        June 19, 1997
--------------------------
   Terry R. Lautenbach

/S/ BETTYE MARTIN MUSCHAM                        Director                        June 18, 1997
--------------------------
   Bettye Martin Musham

/S/ KENNETH S. OLSHAN                            Director                        June 23, 1997
--------------------------
   Kenneth S. Olshan

/S/ M. CABELL WOODWARD, JR.                      Director                        June 24, 1997
--------------------------
   M. Cabell Woodward, Jr.

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

   Exhibit No.                Description


            5                 Opinion of Pitney, Hardin, Kipp & Szuch, as to the
                              legality of the securities being registered.

            15                Letter  of  KPMG  Peat  Marwick  LLP re  unaudited
                              interim financial information.

            23(a)             Consent of KPMG Peat Marwick LLP.

            23(b)             Consent of Pitney,  Hardin, Kipp & Szuch (included
                              in Exhibit 5 hereto).

            99                Summary  Plan  Description  of the  Footstar  1997
                              Associate Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 18215}]
{"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": "333-30011", "film-number": "97629626"}, "business-address": {"street1": "933 MACARTHUR BLVD", "city": "MAHWAY", "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 June 25, 1997

                                                   Registration No. 33-_______
------------------------------------------------------------------------------

                       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                             (I.R.S. Employer
 of incorporation of organization)                          Identification No.)

                            933 MAC ARTHUR BOULEVARD
                            MAHWAH, NEW JERSEY 07430
          (Address, including zip code, of principal executive offices)

                   FOOTSTAR 1997 ASSOCIATE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 FOOTSTAR, INC.
                            933 MAC ARTHUR 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
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300
CALCULATION OF REGISTRATION FEE
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed maximum            Proposed                Amount of
     Securities to                to be               offering price             aggregate              registration
     be registered              registered             per unit (1)         offering price (1)              fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
------------------------- ----------------------- ----------------------- ------------------------ -----------------------

   Common Stock, Par            1,600,000                 $19.23              $30,768,000              $9,323.64
  Value $.01 per share
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
---------------------
       (1) Calculated  pursuant to Rule 457(h)(1),  based upon the provisions of
        the Plan  whereby  shares are to be purchased at 85% of the stock price,
        and based  upon the  average  of the high and low price per share of the
        registrant's  common  stock  listed  on the New  York  Stock  Exchange
        as reported in The Dow Jones on June 20, 1997.
PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   ITEM 1.           Plan Information.

           Not filed with this Registration Statement.

   ITEM 2.           Registrant Information and Employee Plan Annual
                     Information.

           Not filed with this Registration Statement.

   PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.           Incorporation of Documents 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
                December 28, 1996.

            2.  The  Company's  Current  Report  on Form  10-Q  filed  with the
                Commission on May 13, 1997.

            3.  The  description of the Company's  common stock contained in the
                Registration  Statement  on Form 10  registering  the  Company's
                common stock,  and any amendment or report filed for the purpose
                of updating such description.

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  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,  hereby are incorporated  herein by reference and shall be
   deemed a part hereof from the date of filing of such documents.

   ITEM 4.           Description of Securities.

                     Not applicable.
ITEM 5.           Interests of Named Experts and Counsel.

                     The report of KPMG Peat Marwick LLP, independent  certified
   public  accountants,  dated  February 12, 1997, relating to the  consolidated
   statements of financial  condition of the Company and its  subsidiaries as of
   December  28,  1996  and  December  31,  1995  and the  related  consolidated
   statements of income,  changes in  shareholders'  equity,  and cash flows for
   each of the years in the  three-year  period ended  December 28, 1996,  which
   report  appears in the  December  28, 1996 Annual  Report on Form 10-K of the
   Company,  is incorporated  herein by reference upon authority of said firm as
   experts in accounting and auditing.

   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  the   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  Corporation  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 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.

                     Neither the  amendment  nor repeal of the Article  Ninth of
            the Amended or Restated Certificate of Incorporation of the Company,
            by the shareholders of the Corporation, or otherwise shall adversely
            affect  any right or  protection  of a  director  or  officer of the
            Corporation existing at the time of such repeal or modification.

                     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  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, as to the legality of
                the securities being registered.

     15         Letter of KPMG Peat Marwick LLP re unaudited  interim  financial
                information.

     23(a)      Consent of KPMG Peat Marwick LLP.

     23(b)      Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                hereto).

     99         Summary Plan  Description of the Footstar 1997  Associate  Stock
                Purchase Plan.

   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 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 that is  incorporated  by
                     reference in this Registration Statement shall be deemed to
                     be a new registration  statement relating to the securities
                     offered  therein,  and the offering of such  securities  at
                     that  time  shall be  deemed  to be the  initial  bona fide
                     offering thereof.

            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,  as
   amended,  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 County of Bergen,  State of New Jersey, on
   the 24 day of June, 1997.

                                              FOOTSTAR, INC.

                                        
                                        /S/ J.M. ROBINSON
                                     By:-----------------------------------
                                        Chairman of the Board, Chief Executive
                                        Officer and President of the Corporation

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended, this registration statement has been signed by the following persons
   in the capacities and on the dates indicated.
Signature                           Title                               Date

 /S/ J.M. ROBINSON                     Chairman of the Board, Chief              June 24, 1997
--------------------------         Executive Officer, President of
   J.M. Robinson                       the Corporation and Director

/S/ CARLOS E. ALBERINI                 Senior Vice President and Chief           June 24, 1997
--------------------------                   Financial Officer
   Carlos E. Alberini

/S/ DONALD V. ROACH                          Vice President and                  June 24, 1997
--------------------------                  Corporate Controller
   Donald V. Roach

/S/ STANLEY P. GOLDSTEIN                         Director                        June 24, 1997
--------------------------
   Stanley P. Goldstein

/S/ GEORGE S. DAY                                Director                        June 24, 1997
--------------------------
   George S. Day

/S/ TERRY R. LAUTENBACH                          Director                        June 19, 1997
--------------------------
   Terry R. Lautenbach

/S/ BETTYE MARTIN MUSCHAM                        Director                        June 18, 1997
--------------------------
   Bettye Martin Musham

/S/ KENNETH S. OLSHAN                            Director                        June 23, 1997
--------------------------
   Kenneth S. Olshan

/S/ M. CABELL WOODWARD, JR.                      Director                        June 24, 1997
--------------------------
   M. Cabell Woodward, Jr.
INDEX TO EXHIBITS

   Exhibit No.                Description

            5                 Opinion of Pitney, Hardin, Kipp & Szuch, as to the
                              legality of the securities being registered.

            15                Letter  of  KPMG  Peat  Marwick  LLP re  unaudited
                              interim financial information.

            23(a)             Consent of KPMG Peat Marwick LLP.

            23(b)             Consent of Pitney,  Hardin, Kipp & Szuch (included
                              in Exhibit 5 hereto).

            99                Summary  Plan  Description  of the  Footstar  1997
                              Associate Stock Purchase Plan.