As filed with the Securities and Exchange Commission on May 31, 2002

                                             Registration No. __________________

================================================================================

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

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

                         GALYAN'S TRADING COMPANY, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               -------------------

           Indiana                                                35-1529720
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


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

              Galyan's Trading Company, Inc. 1999 Stock Option Plan
                            (Full Titles of the Plan)
                               -------------------

                                 Robert B. Mang
                      Chief Executive Officer and Chairman
                         Galyan's Trading Company, Inc.
                2437 East Main Street, Plainfield, Indiana 46168
                                 (317) 532-0200
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:

  C. David Zoba                                  Gregory P. Patti, Jr., Esq.
  Executive Vice President, General              O'Melveny & Myers LLP
    Counsel and Secretary                        153 East 53rd Street
  Galyan's Trading Company, Inc.                 New York, New York 10022
  2437 East Main Street                          (212) 326-2000
  Plainfield, Indiana 46168
                               -------------------
<TABLE>
<CAPTION>
                             CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------

                                        Proposed         Proposed
                                         Maximum          Maximum
   Title Of            Amount           Offering         Aggregate         Amount Of
  Securities            To Be             Price          Offering         Registration
To Be Registered     Registered         Per Unit           Price              Fee
----------------------------------------------------------------------------------------

<S>                 <C>                <C>             <C>                 <C>
Common Stock,       511,181(1)         $20.00(2)       $10,223,620(2)      $940.57(2)
no par value          shares
----------------------------------------------------------------------------------------

<FN>
(1)  This  Registration  Statement  covers, in addition to the number of shares of Common
     Stock  stated  above,  options and other rights to purchase or acquire the shares of
     Common  Stock  covered by the  Prospectus  and,  pursuant to Rule  416(c)  under the
     Securities  Act  of  1933,  as  amended  (the   "Securities   Act"),  an  additional
     indeterminate number of shares, options and rights which by reason of certain events
     specified in the Galyan's Trading Company,  Inc. 1999 Stock Option Plan (the "Plan")
     may become subject to the Plan.

(2)  Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate,
     and the  registration fee were calculated based upon the average of the high and low
     prices of the Common  Stock on May 23,  2002,  as  reported  on the Nasdaq  National
     Market System.
</FN>

     The Exhibit Index for this Registration Statement is at page 6.
========================================================================================
</TABLE>
<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


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



                                     - 2 -
<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference

     The following  documents of Galyan's Trading Company,  Inc. (the "Company")
filed with the Commission are incorporated herein by reference:

     (a)  The Company's  Registration Statement on Form S-8 relating to the Plan
          filed  with the  Commission  on July  19,  2001  (registration  number
          333-65412);

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

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

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

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Securities and Exchange Act of 1934, as amended (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  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained  herein or in a document,
all or a  portion  of which is  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 amended, to constitute a part of this Registration Statement.

Item 8. Exhibits

     See the attached Exhibit Index at page 6.



                                     - 3 -
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Plainfield, County of Hendricks, State of Indiana, on
May 29, 2002.

                                 GALYAN'S TRADING COMPANY, INC.


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



                                POWER OF ATTORNEY

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

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

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

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

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


                                     - 4 -
<PAGE>

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


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


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


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


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


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


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


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


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


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


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



                                     - 5 -
<PAGE>

                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number                          Description of Exhibit
------                          ----------------------

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

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

4.3       Galyan's  Trading  Company,  Inc.  1999 Stock Option Plan,  as amended
          (incorporated  by  reference  to  Appendix  C to the  Company's  Proxy
          Statement  filed with the Commission  pursuant to Section 14(a) of the
          Securities Exchange Act of 1934, as amended,  (SEC File No. 000-32911)
          on April 25, 2002).

5.        Opinion of Ice Miller (opinion re legality).

23.1      Consent of Deloitte & Touche LLP (consent of independent accountants).

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

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

99.       Not applicable.



                                     - 6 -
[{"type": "S-8", "sequence": "1", "filename": "galyanss81999.txt", "description": "GALYAN'S TRADING COMPANY S-8", "secsgml_size_bytes": 13354}]
{"company-data": {"conformed-name": "GALYANS TRADING CO INC", "cik": "0001137067", "assigned-sic": "5940", "irs-number": "351529720", "state-of-incorporation": "IN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89582", "film-number": "02668172"}, "business-address": {"street1": "2437 EAST MAIN STREET", "city": "PLAINFIELS", "state": "IN", "zip": "46168", "phone": "3175320200"}, "mail-address": {"street1": "2437 EAST MAIN STREET", "city": "PLAINFIELDS", "state": "IN", "zip": "46168"}}
As filed with the Securities and Exchange Commission on May 31, 2002

                                             Registration No. __________________

================================================================================

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

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

                         GALYAN'S TRADING COMPANY, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               -------------------

           Indiana                                                35-1529720
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

              Galyan's Trading Company, Inc. 1999 Stock Option Plan
                            (Full Titles of the Plan)
                               -------------------

                                 Robert B. Mang
                      Chief Executive Officer and Chairman
                         Galyan's Trading Company, Inc.
                2437 East Main Street, Plainfield, Indiana 46168
                                 (317) 532-0200
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:

  C. David Zoba                                  Gregory P. Patti, Jr., Esq.
  Executive Vice President, General              O'Melveny & Myers LLP
    Counsel and Secretary                        153 East 53rd Street
  Galyan's Trading Company, Inc.                 New York, New York 10022
  2437 East Main Street                          (212) 326-2000
  Plainfield, Indiana 46168
                               -------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------

                                        Proposed         Proposed
                                         Maximum          Maximum
   Title Of            Amount           Offering         Aggregate         Amount Of
  Securities            To Be             Price          Offering         Registration
To Be Registered     Registered         Per Unit           Price              Fee
----------------------------------------------------------------------------------------
Common Stock,       511,181(1)         $20.00(2)       $10,223,620(2)      $940.57(2)
no par value          shares
----------------------------------------------------------------------------------------
(1)  This  Registration  Statement  covers, in addition to the number of shares of Common
     Stock  stated  above,  options and other rights to purchase or acquire the shares of
     Common  Stock  covered by the  Prospectus  and,  pursuant to Rule  416(c)  under the
     Securities  Act  of  1933,  as  amended  (the   "Securities   Act"),  an  additional
     indeterminate number of shares, options and rights which by reason of certain events
     specified in the Galyan's Trading Company,  Inc. 1999 Stock Option Plan (the "Plan")
     may become subject to the Plan.

(2)  Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate,
     and the  registration fee were calculated based upon the average of the high and low
     prices of the Common  Stock on May 23,  2002,  as  reported  on the Nasdaq  National
     Market System.
The Exhibit Index for this Registration Statement is at page 6.
========================================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

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

                                     - 2 -
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     The following  documents of Galyan's Trading Company,  Inc. (the "Company")
filed with the Commission are incorporated herein by reference:

     (a)  The Company's  Registration Statement on Form S-8 relating to the Plan
          filed  with the  Commission  on July  19,  2001  (registration  number
          333-65412);

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

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

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

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Securities and Exchange Act of 1934, as amended (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  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained  herein or in a document,
all or a  portion  of which is  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 amended, to constitute a part of this Registration Statement.

Item 8. Exhibits

     See the attached Exhibit Index at page 6.

                                     - 3 -
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Plainfield, County of Hendricks, State of Indiana, on
May 29, 2002.

                                 GALYAN'S TRADING COMPANY, INC.

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

                                POWER OF ATTORNEY

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

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

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

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

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

                                     - 4 -
/s/ Byron E. Allumbaugh
--------------------------     Director                        May 29, 2002
Byron E. Allumbaugh

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

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

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

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

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

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

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

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

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

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

                                     - 5 -
EXHIBIT INDEX
                                  -------------

Exhibit
Number                          Description of Exhibit
------                          ----------------------

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

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

4.3       Galyan's  Trading  Company,  Inc.  1999 Stock Option Plan,  as amended
          (incorporated  by  reference  to  Appendix  C to the  Company's  Proxy
          Statement  filed with the Commission  pursuant to Section 14(a) of the
          Securities Exchange Act of 1934, as amended,  (SEC File No. 000-32911)
          on April 25, 2002).

5.        Opinion of Ice Miller (opinion re legality).

23.1      Consent of Deloitte & Touche LLP (consent of independent accountants).

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

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

99.       Not applicable.

                                     - 6 -