<PAGE>

      As filed with the Securities and Exchange Commission on July 19, 2001
                                                 Registration No. 333-__________
================================================================================

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

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

                                 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:

                           Gregory P. Patti, Jr., Esq.
                              O'Melveny & Myers LLP
                 153 East 53rd Street, New York, New York 10022
                                 (212) 326-2000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                           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,           2,363,977/(1)/     $16.83/(2)/       $39,785,733/(2)/    $9,947/(2)/
no par value            shares
----------------------------------------------------------------------------------------------
</TABLE>

/(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 or in the Galyan's Trading
       Company, Inc. 1999 Stock Subscription Plan (each a "Plan" and
       together the "Plans") may become subject to the Plans.

 /(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 July 18, 2001, as reported on the Nasdaq National Market
       System and published in The Wall Street Journal.

       The Exhibit Index for this Registration Statement is at page 9.

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

<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 Prospectus, dated June 26, 2001, filed with the
                  Commission as part of the Company's Registration Statement on
                  Form S-1 (registration number 333-57848), originally filed
                  March 29, 2001, and as subsequently amended; and

         (b)      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 4.          Description of Securities

         The Company's Common Stock, no par value (the "Common Stock"), is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.

Item 5.          Interests of Named Experts and Counsel

         Not applicable.

Item 6.          Indemnification of Directors and Officers

          The Indiana Business Corporation Law ("IBCL"), the provisions of which
govern the Company, empowers an Indiana corporation to indemnify present and
former directors, officers, employees, or agents or any person who may have
served at the request of the corporation as a director, officer, employee, or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the Eligible Person is made a party
by reason of being or having been in any such capacity, or arising out of his
status as such, if the

                                        3

<PAGE>

individual acted in good faith and reasonably believed that (1) the individual
was acting in the best interests of the corporation, or (2) if the challenged
action was taken other than in the individual's official capacity as an officer,
director, employee or agent, the individual's conduct was at least not opposed
to the corporation's best interests, or (3) if in a criminal proceeding, either
the individual had reasonable cause to believe his conduct was lawful or no
reasonable cause to believe his conduct was unlawful.

          The IBCL further empowers a corporation to pay or reimburse the
reasonable expenses incurred by an Eligible Person in connection with the
defense of any such claim, including counsel fees; and, unless limited by its
Articles of Incorporation, the corporation is required to indemnify an Eligible
Person against reasonable expenses if he is wholly successful in any such
proceeding, on the merits or otherwise. Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter. Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his actions satisfied the appropriate standard of conduct.

          Before a corporation may indemnify any Eligible Person against
liability or reasonable expenses under the IBCL, a quorum consisting of
directors who are not parties to the proceeding must (1) determine that
indemnification is permissible in the specific circumstances because the
Eligible Person met the requisite standard of conduct, (2) authorize the
corporation to indemnify the Eligible Person and (3) if appropriate, evaluate
the reasonableness of expenses for which indemnification is sought. If it is not
possible to obtain a quorum of uninvolved directors, the foregoing action may be
taken by a committee of two or more directors who are not parties to the
proceeding, special legal counsel selected by the board of directors or such a
committee, or by the stockholders of the corporation.

          In addition to the foregoing, the IBCL states that the indemnification
it provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or stockholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

          Reference is made to Articles 9 and 10 of the Second Amended and
Restated Articles of Incorporation of the Company concerning indemnification of
directors, officers, employees and agents.

          The Company has obtained an insurance policy covering the officers and
directors of the Company with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

Item 7.          Exemption from Registration Claimed

         Not applicable.


                                       4

<PAGE>


Item 8.           Exhibits

         See the attached Exhibit Index at page 9.
         ---

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:

                     (i)   To include any prospectus required by Section
                     10(a)(3) of the Securities Act;

                     (ii) To reflect in the prospectus any facts or events
                     arising after the effective date of this Registration
                     Statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental change in the information set forth in this
                     Registration Statement; and

                     (iii) To include any material information with respect to
                     the plan of distribution not previously disclosed in this
                     Registration Statement or any material change to such
                     information in this Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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) 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.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the

                                       5

<PAGE>

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

                                       6

<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
July 19, 2001.

                                      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, Joel L. Silverman, and
Edward S. Wozniak, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his 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 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.
<TABLE>
<CAPTION>

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


/s/ Robert B. Mang
---------------------------    Chief Executive Officer, Chairman of           July 19, 2001
Robert B. Mang                 the Company and Director (Principal
                               Executive Officer)


/s/ Joel L. Silverman
---------------------------    President, Chief Operating Officer             July 19, 2001
Joel L. Silverman              and Director
</TABLE>


                                       7

<PAGE>

<TABLE>
<S>                            <C>                                            <C>


/s/ Edward S. Wozniak
---------------------------    Senior Vice President and Chief                July 19, 2001
Edward S. Wozniak              Financial Officer (Principal
                               Financial and Principal Accounting
                               Officer)


/s/ Norman S. Matthews
---------------------------    Director                                       July 19, 2001
Norman S. Matthews

/s/ Timothy J. Faber
---------------------------    Director                                       July 19, 2001
Timothy J. Faber

/s/ Todd W. Halloran
---------------------------    Director                                       July 19, 2001
Todd W. Halloran

/s/ John M. Roth
---------------------------    Director                                       July 19, 2001
John M. Roth

/s/ Ronald P. Spogli
---------------------------    Director                                       July 19, 2001
Ronald P. Spogli

/s/ Peter Starrett
---------------------------    Director                                       July 19, 2001
Peter Starrett

/s/ Stuart B. Burgdoerfer
---------------------------    Director                                       July 19, 2001
Stuart B. Burgdoerfer
</TABLE>

                                       8

<PAGE>


                                  EXHIBIT INDEX

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

4.1      Second Amended and Restated Articles of Incorporation.*

4.2      Galyan's Trading Company, Inc. 1999 Stock Option Plan, as amended. *

4.3      Galyan's Trading Company, Inc. 1999 Stock Subscription Plan, as
         amended. *

4.4      Form of the Company's 1999 Stock Option Agreement, as amended. *

4.5      Form of the Company's 1999 Stock Subscription Agreement, as amended. *

5.1      Opinion of Ice Miller (opinion re legality).

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

23.2     Consent of Ice Miller (included in Exhibit 5.1).

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


*    Filed as an exhibit to the Company's Registration Statement on Form S-1
     (registration number 333-57848), originally filed March 29, 2001, and as
     subsequently amended, and incorporated herein by this reference.

                                       9
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21392}]
{"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": "333-65412", "film-number": "1684349"}, "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 July 19, 2001
                                                 Registration No. 333-__________
================================================================================

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

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

                                 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:

                           Gregory P. Patti, Jr., Esq.
                              O'Melveny & Myers LLP
                 153 East 53rd Street, New York, New York 10022
                                 (212) 326-2000

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

                         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,           2,363,977/(1)/     $16.83/(2)/       $39,785,733/(2)/    $9,947/(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 or in the Galyan's Trading
       Company, Inc. 1999 Stock Subscription Plan (each a "Plan" and
       together the "Plans") may become subject to the Plans.

 /(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 July 18, 2001, as reported on the Nasdaq National Market
       System and published in The Wall Street Journal.

       The Exhibit Index for this Registration Statement is at page 9.

================================================================================
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 Prospectus, dated June 26, 2001, filed with the
                  Commission as part of the Company's Registration Statement on
                  Form S-1 (registration number 333-57848), originally filed
                  March 29, 2001, and as subsequently amended; and

         (b)      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 4.          Description of Securities

         The Company's Common Stock, no par value (the "Common Stock"), is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.

Item 5.          Interests of Named Experts and Counsel

         Not applicable.

Item 6.          Indemnification of Directors and Officers

          The Indiana Business Corporation Law ("IBCL"), the provisions of which
govern the Company, empowers an Indiana corporation to indemnify present and
former directors, officers, employees, or agents or any person who may have
served at the request of the corporation as a director, officer, employee, or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the Eligible Person is made a party
by reason of being or having been in any such capacity, or arising out of his
status as such, if the

                                        3
individual acted in good faith and reasonably believed that (1) the individual
was acting in the best interests of the corporation, or (2) if the challenged
action was taken other than in the individual's official capacity as an officer,
director, employee or agent, the individual's conduct was at least not opposed
to the corporation's best interests, or (3) if in a criminal proceeding, either
the individual had reasonable cause to believe his conduct was lawful or no
reasonable cause to believe his conduct was unlawful.

          The IBCL further empowers a corporation to pay or reimburse the
reasonable expenses incurred by an Eligible Person in connection with the
defense of any such claim, including counsel fees; and, unless limited by its
Articles of Incorporation, the corporation is required to indemnify an Eligible
Person against reasonable expenses if he is wholly successful in any such
proceeding, on the merits or otherwise. Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter. Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his actions satisfied the appropriate standard of conduct.

          Before a corporation may indemnify any Eligible Person against
liability or reasonable expenses under the IBCL, a quorum consisting of
directors who are not parties to the proceeding must (1) determine that
indemnification is permissible in the specific circumstances because the
Eligible Person met the requisite standard of conduct, (2) authorize the
corporation to indemnify the Eligible Person and (3) if appropriate, evaluate
the reasonableness of expenses for which indemnification is sought. If it is not
possible to obtain a quorum of uninvolved directors, the foregoing action may be
taken by a committee of two or more directors who are not parties to the
proceeding, special legal counsel selected by the board of directors or such a
committee, or by the stockholders of the corporation.

          In addition to the foregoing, the IBCL states that the indemnification
it provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or stockholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

          Reference is made to Articles 9 and 10 of the Second Amended and
Restated Articles of Incorporation of the Company concerning indemnification of
directors, officers, employees and agents.

          The Company has obtained an insurance policy covering the officers and
directors of the Company with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

Item 7.          Exemption from Registration Claimed

         Not applicable.

                                       4
Item 8.           Exhibits

         See the attached Exhibit Index at page 9.
         ---

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:

                     (i)   To include any prospectus required by Section
                     10(a)(3) of the Securities Act;

                     (ii) To reflect in the prospectus any facts or events
                     arising after the effective date of this Registration
                     Statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental change in the information set forth in this
                     Registration Statement; and

                     (iii) To include any material information with respect to
                     the plan of distribution not previously disclosed in this
                     Registration Statement or any material change to such
                     information in this Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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) 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.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the

                                       5
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       6
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
July 19, 2001.

                                      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, Joel L. Silverman, and
Edward S. Wozniak, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his 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 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, Chairman of           July 19, 2001
Robert B. Mang                 the Company and Director (Principal
                               Executive Officer)

/s/ Joel L. Silverman
---------------------------    President, Chief Operating Officer             July 19, 2001
Joel L. Silverman              and Director
7
/s/ Edward S. Wozniak
---------------------------    Senior Vice President and Chief                July 19, 2001
Edward S. Wozniak              Financial Officer (Principal
                               Financial and Principal Accounting
                               Officer)

/s/ Norman S. Matthews
---------------------------    Director                                       July 19, 2001
Norman S. Matthews

/s/ Timothy J. Faber
---------------------------    Director                                       July 19, 2001
Timothy J. Faber

/s/ Todd W. Halloran
---------------------------    Director                                       July 19, 2001
Todd W. Halloran

/s/ John M. Roth
---------------------------    Director                                       July 19, 2001
John M. Roth

/s/ Ronald P. Spogli
---------------------------    Director                                       July 19, 2001
Ronald P. Spogli

/s/ Peter Starrett
---------------------------    Director                                       July 19, 2001
Peter Starrett

/s/ Stuart B. Burgdoerfer
---------------------------    Director                                       July 19, 2001
Stuart B. Burgdoerfer
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EXHIBIT INDEX

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

4.1      Second Amended and Restated Articles of Incorporation.*

4.2      Galyan's Trading Company, Inc. 1999 Stock Option Plan, as amended. *

4.3      Galyan's Trading Company, Inc. 1999 Stock Subscription Plan, as
         amended. *

4.4      Form of the Company's 1999 Stock Option Agreement, as amended. *

4.5      Form of the Company's 1999 Stock Subscription Agreement, as amended. *

5.1      Opinion of Ice Miller (opinion re legality).

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

23.2     Consent of Ice Miller (included in Exhibit 5.1).

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

*    Filed as an exhibit to the Company's Registration Statement on Form S-1
     (registration number 333-57848), originally filed March 29, 2001, and as
     subsequently amended, and incorporated herein by this reference.

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