<PAGE>
 
     As filed with the Securities and Exchange Commission on June 4, 1997.
                                               Registration No. 333-____________
                                                                                

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

                                    FORM S-8
            Registration Statement Under The Securities Act of 1933
--------------------------------------------------------------------------------

                          HIBBETT SPORTING GOODS, INC.
               (Exact Name of Issuer as Specified in Its Charter)

       DELAWARE                                           63-1074067
(State of Incorporation)                       (IRS Employer Identification No.)
                              451 Industrial Lane
                           Birmingham, Alabama  35211
                    (Address of Principal Executive Offices)
--------------------------------------------------------------------------------

                          HIBBETT SPORTING GOODS, INC.
                          NON-QUALIFIED STOCK OPTIONS
                          ISSUED TO CLYDE B. ANDERSON
                            (Full Title of the Plan)

                              Susan H. Fitzgibbon
                            Chief Financial Officer
                          Hibbett Sporting Goods, Inc.
                451 Industrial Lane, Birmingham, Alabama  35211
                    (Name and Address of Agent for Service)
                                 (205) 942-4292
         (Telephone Number, including area code, of Agent for Service)
--------------------------------------------------------------------------------

                                    Copy to:
                               Gregory S. Curran
                              Balch & Bingham LLP
                            1901 Sixth Avenue North
                           Birmingham, Alabama 35203
                                 (205) 251-8100

<TABLE> 
<CAPTION> 
                        CALCULATION OF REGISTRATION FEE
===========================================================================================
                                     Proposed Maximum    Proposed Maximum        Amount
 Title of Securities   Amount Being   Offering Price        Aggregate              of
  Being Registered      Registered     Per Share (1)    Offering Price (1)  Registration Fee
--------------------------------------------------------------------------------------------
<S>                    <C>           <C>                  <C>                <C>
Common Stock
$.01 par value           70,820(2)        $16.875         $1,191,546.50          $361.07
--------------------------------------------------------------------------------------------
</TABLE>
                                        

(1)  Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
     offering price is estimated solely for the purpose of determining the
     registration fee and is based on the average of the bid and asked prices of
     the common stock of Hibbett Sporting Goods, Inc. on June 2, 1997.
(2)  Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
     of shares of securities registered on this Registration Statement will be
     increased as a result of future stock splits, stock dividends or similar
     transactions.
<PAGE>
 
                                     PART I
                                     ======

                                EXPLANATORY NOTE
                                ----------------

     Hibbett Sporting Goods, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 70,820 shares of common stock, $.01
par value per share (the "Common Stock"), which may be issued to Clyde B.
Anderson, a director and stockholder of the Registrant, in accordance with the
terms of a certain agreement, effective as of August 1, 1996, pursuant to which
the Registrant granted to Clyde B. Anderson non-qualified stock options to
purchase 70,820 shares of Common Stock.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.
          --------------------------------------- 

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

          (a) The Registrant's annual report on Form 10-K for the year ended
     February 1, 1997 (File No. 000-20969); and

          (b) The description of the Common Stock set forth in the Company's
     registration statement filed pursuant to Section 12 of the Securities
     Exchange Act of 1934, and any amendment or report filed for the purpose of
     updating such description.

     Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.

     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 superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.
          ------------------------- 

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.
          ------------------------------------- 

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

     Section 145 of the Delaware General Corporation Law permits the Registrant
to indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement

                                       1
<PAGE>
 
in connection with legal proceedings "if [as to any officer, director or
employee] he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to the best interests of the corporation, and, with respect
to any criminal act or proceeding, had no reasonable cause to believe his
conduct was unlawful", provided that with respect to actions by, or in the right
of the corporation against, such individuals, indemnification is not permitted
as to any matter as to which such person "shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
unless, and only to the extent that, the court in which such actions or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper."  Individuals who are successful in the defense of such action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.

     Section 16 of the Bylaws of the Registrant provides as follows:

          (a)(i) Each person (and the heirs, executors or administrators of such
     person) who was or is a party or is threatened to be made a party to, or is
     involved in any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or investigative, by
     reason of the fact that such person is or was a director or officer of the
     Corporation or is or was serving at the request of the Corporation as a
     director or officer of another corporation, partnership, joint venture,
     trust or other enterprise, shall be indemnified and held harmless by the
     Corporation to the fullest extent permitted by Delaware Law.  The right to
     indemnification conferred in this Section 16(a)(i) shall also include 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.  The right to indemnification conferred
     in this Section 16(a)(i) shall be a contractual right.

          (ii) In addition, the Corporation may, by action of its Board of
     Directors, provide indemnification to such of the employees and agents of
     the Corporation to such extent and to such effect as the Board of Directors
     shall determine to be appropriate and authorized by Delaware Law.

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

          (c) The rights and authority conferred in this Section 16 shall not be
     exclusive of any other right which any person may otherwise have or
     hereafter acquire.

     Article EIGHTH of the Certificate of Incorporation of the Registrant
provides in part as follows:

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


     The Registrant has obtained standard policies of insurance under which
coverage will be provided (a) to its directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act, and (b) to
the Registrant with respect to payments which may be made by the Registrant to
such officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.

                                       2
<PAGE>
 
Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

          Not applicable.

Item 8.   Exhibits.
          -------- 

          The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
<TABLE>
<CAPTION>
 
  Sequential
   Exhibit                               Description
   -------        --------------------------------------------------------------
<S>               <C>
    4(a)          Certificate of Incorporation of the Registrant dated September
                  23, 1996 (Filed as an exhibit to Amendment No. 2 to the
                  Registration Statement on Form S-1 (Registration No. 333-
                  07023) of Hibbett Sporting Goods, Inc., filed on September 16,
                  1996 and incorporated herein by reference).
                  
    4(b)          Bylaws of the Registrant (Filed as an exhibit to the
                  Registration Statement on Form S-1 (Registration No. 333-
                  07023) of Hibbett Sporting Goods, Inc., filed on September 16,
                  1996 and incorporated herein by reference).
                  
    4(c)          Agreement, effective August 1, 1996, between the Registrant 
                  And Clyde B. Anderson.

    5             Opinion of Balch & Bingham LLP regarding the legality of the
                  shares.

    23(a)         Consent of Arthur Andersen LLP.
 
    23(b)         Consent of Balch & Bingham LLP (included in Exhibit 5)

    24            Power of Attorney of the Officers and Directors of the 
                  Registrant.
</TABLE>

Item 9.   Undertakings.
          ------------ 

          a. The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the registration statement.

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

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

          (4) 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 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act)

                                       3
<PAGE>
 
that is incorporated by reference in the 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.

          (5) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
<PAGE>
 
                                   SIGNATURES
                                   ----------

     The Registrant.  Pursuant to the requirements of the Securities Act of
     --------------                                                        
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on June 4, 1997.


                                 HIBBETT SPORTING GOODS, INC.



                                 By:/s/ Michael J. Newsome
                                    ----------------------
                                        Michael J. Newsome
                                        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
     ---------                   -----                     ----


/s/ Michael J. Newsome         President                   June 4, 1997
------------------------       (Principal
Michael J. Newsome             Executive Officer)
 


/s/ Susan H. Fitzgibbon        Vice President and          June 4, 1997
-------------------------      Chief Financial Officer
Susan H. Fitzgibbon            (Principal Financial
                               Officer and Principal
                               Accounting Officer)
 

         *                     Director                    June 4, 1997
-------------------
Clyde B. Anderson


            *                  Director                    June 4, 1997
-------------------------
Thomas A. Saunders, III


            *                  Director                    June 4, 1997
-------------------------
F. Barron Fletcher, III

                                       5
<PAGE>
 
          *                    Director                    June 4, 1997
-------------------------
John F. Megrue, Jr.

 
 
          *                    Director                    June 4, 1997
-------------------------
H. Ray Compton
 

          *                    Director                    June 4, 1997
-------------------------
Carl Kirkland
 
 
 
*By:/s/ Susan H. Fitzgibbon                                June 4, 1997
    -----------------------
        Susan H. Fitzgibbon
        Attorney-in-Fact
 

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------
<TABLE>
<CAPTION>
 
 
Exhibit                        Description                     Page
----------  -------------------------------------------------  ----
<S>         <C>                                                <C>
 4(a)       Certificate of Incorporation of the Registrant
            dated September 23, 1996 (Filed as an exhibit to
            Amendment No. 2 to the Registration Statement
            on Form S-1 (Registration No. 333-07023) of
            Hibbett Sporting Goods, Inc., filed on September
            16, 1996 and incorporated herein by reference).
 
 4(b)       Bylaws of the Registrant (Filed as an exhibit to
            the Registration Statement on Form S-1
            (Registration No. 333-07023) of Hibbett Sporting
            Goods, Inc., filed on September 16, 1996 and
            incorporated herein by reference).
 
 4(c)       Agreement, effective as of August 1, 1996,
            between the Registrant and Clyde B. Anderson.
 
 5          Opinion of Balch & Bingham LLP regarding the
            legality of the shares.

23(a)       Consent of Arthur Andersen LLP.
 
23(b)       Consent of Balch & Bingham LLP (included in
            Exhibit 5).

24          Power of Attorney of Officers and Directors of
            the Registrant.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19625}]
{"company-data": {"conformed-name": "HIBBETT SPORTING GOODS INC", "cik": "0001017480", "assigned-sic": "5940", "irs-number": "631074067", "state-of-incorporation": "AL", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28515", "film-number": "97619359"}, "business-address": {"street1": "451 INDUSTRIAL LANE", "city": "BIRMINGHAM", "state": "AL", "zip": "35211", "phone": "2059424292"}, "mail-address": {"street1": "451 INDUSTRIAL LANE", "city": "BIRNINGHAM", "state": "AL", "zip": "35211"}}
As filed with the Securities and Exchange Commission on June 4, 1997.
                                               Registration No. 333-____________
                                                                                

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

                                    FORM S-8
            Registration Statement Under The Securities Act of 1933
--------------------------------------------------------------------------------

                          HIBBETT SPORTING GOODS, INC.
               (Exact Name of Issuer as Specified in Its Charter)

       DELAWARE                                           63-1074067
(State of Incorporation)                       (IRS Employer Identification No.)
                              451 Industrial Lane
                           Birmingham, Alabama  35211
                    (Address of Principal Executive Offices)
--------------------------------------------------------------------------------

                          HIBBETT SPORTING GOODS, INC.
                          NON-QUALIFIED STOCK OPTIONS
                          ISSUED TO CLYDE B. ANDERSON
                            (Full Title of the Plan)

                              Susan H. Fitzgibbon
                            Chief Financial Officer
                          Hibbett Sporting Goods, Inc.
                451 Industrial Lane, Birmingham, Alabama  35211
                    (Name and Address of Agent for Service)
                                 (205) 942-4292
         (Telephone Number, including area code, of Agent for Service)
--------------------------------------------------------------------------------

                                    Copy to:
                               Gregory S. Curran
                              Balch & Bingham LLP
                            1901 Sixth Avenue North
                           Birmingham, Alabama 35203
                                 (205) 251-8100
CALCULATION OF REGISTRATION FEE
===========================================================================================
                                     Proposed Maximum    Proposed Maximum        Amount
 Title of Securities   Amount Being   Offering Price        Aggregate              of
  Being Registered      Registered     Per Share (1)    Offering Price (1)  Registration Fee
--------------------------------------------------------------------------------------------
Common Stock
$.01 par value           70,820(2)        $16.875         $1,191,546.50          $361.07
--------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
     offering price is estimated solely for the purpose of determining the
     registration fee and is based on the average of the bid and asked prices of
     the common stock of Hibbett Sporting Goods, Inc. on June 2, 1997.
(2)  Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
     of shares of securities registered on this Registration Statement will be
     increased as a result of future stock splits, stock dividends or similar
     transactions.
PART I
                                     ======

                                EXPLANATORY NOTE
                                ----------------

     Hibbett Sporting Goods, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 70,820 shares of common stock, $.01
par value per share (the "Common Stock"), which may be issued to Clyde B.
Anderson, a director and stockholder of the Registrant, in accordance with the
terms of a certain agreement, effective as of August 1, 1996, pursuant to which
the Registrant granted to Clyde B. Anderson non-qualified stock options to
purchase 70,820 shares of Common Stock.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.
          --------------------------------------- 

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

          (a) The Registrant's annual report on Form 10-K for the year ended
     February 1, 1997 (File No. 000-20969); and

          (b) The description of the Common Stock set forth in the Company's
     registration statement filed pursuant to Section 12 of the Securities
     Exchange Act of 1934, and any amendment or report filed for the purpose of
     updating such description.

     Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.

     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 superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.
          ------------------------- 

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.
          ------------------------------------- 

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

     Section 145 of the Delaware General Corporation Law permits the Registrant
to indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement

                                       1
in connection with legal proceedings "if [as to any officer, director or
employee] he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to the best interests of the corporation, and, with respect
to any criminal act or proceeding, had no reasonable cause to believe his
conduct was unlawful", provided that with respect to actions by, or in the right
of the corporation against, such individuals, indemnification is not permitted
as to any matter as to which such person "shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
unless, and only to the extent that, the court in which such actions or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper."  Individuals who are successful in the defense of such action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.

     Section 16 of the Bylaws of the Registrant provides as follows:

          (a)(i) Each person (and the heirs, executors or administrators of such
     person) who was or is a party or is threatened to be made a party to, or is
     involved in any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or investigative, by
     reason of the fact that such person is or was a director or officer of the
     Corporation or is or was serving at the request of the Corporation as a
     director or officer of another corporation, partnership, joint venture,
     trust or other enterprise, shall be indemnified and held harmless by the
     Corporation to the fullest extent permitted by Delaware Law.  The right to
     indemnification conferred in this Section 16(a)(i) shall also include 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.  The right to indemnification conferred
     in this Section 16(a)(i) shall be a contractual right.

          (ii) In addition, the Corporation may, by action of its Board of
     Directors, provide indemnification to such of the employees and agents of
     the Corporation to such extent and to such effect as the Board of Directors
     shall determine to be appropriate and authorized by Delaware Law.

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

          (c) The rights and authority conferred in this Section 16 shall not be
     exclusive of any other right which any person may otherwise have or
     hereafter acquire.

     Article EIGHTH of the Certificate of Incorporation of the Registrant
provides in part as follows:

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

     The Registrant has obtained standard policies of insurance under which
coverage will be provided (a) to its directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act, and (b) to
the Registrant with respect to payments which may be made by the Registrant to
such officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.

                                       2
Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

          Not applicable.

Item 8.   Exhibits.
          -------- 

          The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
Sequential
   Exhibit                               Description
   -------        --------------------------------------------------------------
4(a)          Certificate of Incorporation of the Registrant dated September
                  23, 1996 (Filed as an exhibit to Amendment No. 2 to the
                  Registration Statement on Form S-1 (Registration No. 333-
                  07023) of Hibbett Sporting Goods, Inc., filed on September 16,
                  1996 and incorporated herein by reference).
                  
    4(b)          Bylaws of the Registrant (Filed as an exhibit to the
                  Registration Statement on Form S-1 (Registration No. 333-
                  07023) of Hibbett Sporting Goods, Inc., filed on September 16,
                  1996 and incorporated herein by reference).
                  
    4(c)          Agreement, effective August 1, 1996, between the Registrant 
                  And Clyde B. Anderson.

    5             Opinion of Balch & Bingham LLP regarding the legality of the
                  shares.

    23(a)         Consent of Arthur Andersen LLP.
 
    23(b)         Consent of Balch & Bingham LLP (included in Exhibit 5)

    24            Power of Attorney of the Officers and Directors of the 
                  Registrant.
Item 9.   Undertakings.
          ------------ 

          a. The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the registration statement.

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

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

          (4) 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 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act)

                                       3
that is incorporated by reference in the 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.

          (5) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES
                                   ----------

     The Registrant.  Pursuant to the requirements of the Securities Act of
     --------------                                                        
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on June 4, 1997.

                                 HIBBETT SPORTING GOODS, INC.

                                 By:/s/ Michael J. Newsome
                                    ----------------------
                                        Michael J. Newsome
                                        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
     ---------                   -----                     ----

/s/ Michael J. Newsome         President                   June 4, 1997
------------------------       (Principal
Michael J. Newsome             Executive Officer)
 

/s/ Susan H. Fitzgibbon        Vice President and          June 4, 1997
-------------------------      Chief Financial Officer
Susan H. Fitzgibbon            (Principal Financial
                               Officer and Principal
                               Accounting Officer)
 

         *                     Director                    June 4, 1997
-------------------
Clyde B. Anderson

            *                  Director                    June 4, 1997
-------------------------
Thomas A. Saunders, III

            *                  Director                    June 4, 1997
-------------------------
F. Barron Fletcher, III

                                       5
*                    Director                    June 4, 1997
-------------------------
John F. Megrue, Jr.

 
 
          *                    Director                    June 4, 1997
-------------------------
H. Ray Compton
 

          *                    Director                    June 4, 1997
-------------------------
Carl Kirkland
 
 
 
*By:/s/ Susan H. Fitzgibbon                                June 4, 1997
    -----------------------
        Susan H. Fitzgibbon
        Attorney-in-Fact
 

                                       6
INDEX TO EXHIBITS
                               -----------------
Exhibit                        Description                     Page
----------  -------------------------------------------------  ----
4(a)       Certificate of Incorporation of the Registrant
            dated September 23, 1996 (Filed as an exhibit to
            Amendment No. 2 to the Registration Statement
            on Form S-1 (Registration No. 333-07023) of
            Hibbett Sporting Goods, Inc., filed on September
            16, 1996 and incorporated herein by reference).
 
 4(b)       Bylaws of the Registrant (Filed as an exhibit to
            the Registration Statement on Form S-1
            (Registration No. 333-07023) of Hibbett Sporting
            Goods, Inc., filed on September 16, 1996 and
            incorporated herein by reference).
 
 4(c)       Agreement, effective as of August 1, 1996,
            between the Registrant and Clyde B. Anderson.
 
 5          Opinion of Balch & Bingham LLP regarding the
            legality of the shares.

23(a)       Consent of Arthur Andersen LLP.
 
23(b)       Consent of Balch & Bingham LLP (included in
            Exhibit 5).

24          Power of Attorney of Officers and Directors of
            the Registrant.