<PAGE>
          As filed with the Securities and Exchange Commission on May 3, 1999
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             JUST FOR FEET, INC.  
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                  Delaware                         63-0734234
       ------------------------------      --------------------------
       (State or other jurisdiction        (I.R.S. Employer Identification
       of incorporation or organization)   Number)


              7400 Cahaba Valley Road, Birmingham, Alabama   35242
         ------------------------------------------------------------
       (Address of Principal Executive Offices)            (Zip Code)
 

                              JUST FOR FEET, INC.
                         1997 EMPLOYEE INCENTIVE PLAN
                     ------------------------------------
                           (Full Title of the Plan)
                           

                               HAROLD RUTTENBERG
                Chairman, President and Chief Executive Officer
                            7400 Cahaba Valley Road
                           Birmingham, Alabama 35242
                                (205) 408-3000
                     ------------------------------------
                  (Name, address, telephone number, including
                       area code, of agent for service)

                     ------------------------------------
                             Copies Requested to:
                           Arthur Jay Schwartz, Esq.
                        Smith, Gambrell & Russell, LLP
                           Promenade II, Suite 3100
                           1230 Peachtree Road, N.E.
                         Atlanta, Georgia  30309-3592
                                (404) 815-3500
                     ------------------------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
  Title of
 Securities                              Proposed Maximum        Proposed Maximum
    to be           Amount to be        Offering Price Per      Aggregate Offering            Amount of
 Registered          Registered              Share(1)                Price(1)              Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                 <C>                 <C>                     <C>                        <C>
Shares of Common
 Stock, par value    1,500,000               $12.1875                  $18,281,250              $5,082.19
 $.0001 per share
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee 
     pursuant to Rule 457(c) under the Securities Act of 1933 based upon the 
     average of the high and low reported prices of the Common Stock on the
     Nasdaq National Market on April 27, 1999.
================================================================================
<PAGE>
 
    Explanatory Note

    This Registration Statement covers 1,500,000 additional shares of the Common
Stock of Just For Feet, Inc. (the "Company"), $.0001 value per share, issuable
pursuant to the Company's 1997 Employee Incentive Plan (the "1997 Employee
Incentive Plan"), for which a previously filed Registration Statement on Form S-
8 is effective (collectively, the "Registration Statements").  The contents of
the Company's earlier Registration Statement on Form S-8, File No. 333-42313, as
filed with the Securities and Exchange Commission on December 15, 1997, are
incorporated by reference.

    This Registration Statement is also being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act") by Just For Feet,
Inc., a Delaware corporation (the "Company" or "Just For Feet-Delaware"), which
is the successor to Just For Feet, Inc., an Alabama corporation ("Just For Feet-
Alabama"), following a statutory merger effective on June 26, 1998 (the
"Merger") for the purpose of changing Just For Feet-Alabama's state of
incorporation.  Prior to the merger, Just For Feet-Delaware had no assets or
liabilities other than nominal assets or liabilities.  In connection with the
Merger, Just For Feet-Delaware succeeded by operation of law to all of the
assets and liabilities of Just For Feet-Alabama.  The Merger was approved by the
shareholders of Just For Feet-Alabama at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

    Just For Feet-Delaware, by virtue of this Registration Statement, expressly
adopts the prior Registration Statement (Registration No. 333-42313) as its own
registration statement for all purposes of the Securities Act and the Exchange
Act.
<PAGE>
 
                                    Part II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

    The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents:

1.  The Company's Annual Report on Form 10-K for the year ended January 30,
    1999; and
2.  The description of the Company's Common Stock contained in the Company's
    Registration Statement on Form 8-A filed under the Exchange Act on March 4,
    1994, as amended by Form 8-A/A filed with the Commission on February 25,
    1999.

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

    No response is required to this item.

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

    No response is required to this item.

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

    The Registrant's Certificate of Incorporation and its Bylaws provide for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law.

    Section 145 of the General Corporation Law of the State of Delaware provides
generally that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if 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 action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

    In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant and the Registrant's Bylaws also eliminate the
monetary liability of directors to the fullest extent permitted by Delaware law.
The Registrant has purchased directors' and officers' liability insurance

                                     II-1
<PAGE>
 
covering certain liabilities incurred by its directors and officers in
connection with the performance of their duties.

Item 7.  Exemption From Registration Claimed.
-------  ------------------------------------

    No response to this Item is required.

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

    The following exhibits are filed with or incorporated by reference into this
Registration Statement.  The exhibits which are denominated by an asterisk (*)
were previously filed as a part of, and are hereby incorporated by reference
from the Company's earlier Registration Statement on Form S-8, File No. 333-
42313, as filed with the Securities and Exchange Commission on December 15,
1997.

    Exhibit
    Number  Description of Exhibit
    ------  ----------------------
    4.1*    Form of Incentive Stock Option Agreement.

    5.1     Opinion of Smith, Gambrell & Russell, LLP.

    10.1*   Just For Feet, Inc. 1997 Employee Incentive Plan.

    10.1.1  Just For Feet, Inc. 1997 Employee Incentive Plan, as amended.

    23.1    Consent of Deloitte & Touche LLP.

    23.2    Consent of Smith, Gambrell & Russell, LLP (contained in their
            opinion filed as Exhibit 5.1).

    24.1    Power of Attorney of Edward S. Croft, III.

    24.2    Power of Attorney of Michael P. Lazarus.

    24.3    Power of Attorney of Bart Starr, Sr.

    24.4    Power of Attorney of Randall L. Haines.

    24.5    Power of Attorney of David F. Bellet.

    24.6    Power of Attorney of Warren C. Smith, Jr.

                                     II-2
<PAGE>
 
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.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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 the time shall be deemed to be the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     II-3
<PAGE>
                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the 30th day of
April, 1999.

                                     JUST FOR FEET, INC.


                                     By:         /s/ Harold Ruttenberg
                                        --------------------------------------
                                        Harold Ruttenberg
                                        Chairman, President and Chief
                                        Executive Officer


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.


<TABLE>
<CAPTION>
 
Signature                                        Title                            Date
---------                                        -----                            ----                                    
<S>                                   <C>                                    <C>
/s/ Harold Ruttenberg                  Chairman, President and Chief          April 30, 1999
----------------------------------      Executive Officer (principal 
Harold Ruttenberg                           executive officer)
                                            
 
/s/ Eric L. Tyra                       Executive Vice President, Chief        April 30, 1999
----------------------------------      Financial Officer (principal
Eric L. Tyra                                accounting officer)
                                        
 
          *                                      Director                     April 30, 1999
----------------------------------               
Michael P. Lazarus
 
 
          *                                      Director                     April 30, 1999
----------------------------------
Bart Starr, Sr.


          *                                      Director                     April 30, 1999
----------------------------------
Randall L. Haines

          *                                      Director                     April 30, 1999
----------------------------------
David F. Bellet

          *                                      Director                     April 30, 1999
----------------------------------
Edward S. Croft, III
                                                 
          *                                      Director                     April 30, 1999
----------------------------------
Warren C. Smith, Jr.
</TABLE>

 
*By:   /s/ Eric L. Tyra
    ------------------------------
    Eric L. Tyra
    Attorney-in-Fact
<PAGE>
 
                                 Exhibit Index
                                 -------------

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

4.1*       Form of Incentive Stock Option Agreement.

5.1        Opinion of Smith, Gambrell & Russell, LLP.

10.1*      Just For Feet, Inc. 1997 Employee Incentive Plan

10.1.1     Just For Feet, Inc. 1997 Employee Incentive Plan, as amended.

23.1       Consent of Deloitte & Touche LLP.

23.2       Consent of Smith, Gambrell & Russell, LLP (contained in their opinion
           filed as Exhibit 5.1)

24.1       Power of Attorney of Edward S. Croft, III.

24.2       Power of Attorney of Michael P. Lazarus.

24.3       Power of Attorney of Bart Starr, Sr.

24.4       Power of Attorney of Randall L. Haines.

24.5       Power of Attorney of David F. Bellet.

24.6       Power of Attorney of Warren C. Smith, Jr.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16634}]
{"company-data": {"conformed-name": "JUST FOR FEET INC", "cik": "0000918111", "assigned-sic": "5661", "irs-number": "630734234", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77621", "film-number": "99609266"}, "business-address": {"street1": "7400 CAHABA VALLEY RD", "city": "BIRMINGHAM", "state": "AL", "zip": "35242", "phone": "2054083000"}, "mail-address": {"street1": "7400 CAHABA VALLEY RD", "city": "BIRMINGHAM", "state": "AL", "zip": "35242"}}
As filed with the Securities and Exchange Commission on May 3, 1999
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             JUST FOR FEET, INC.  
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                  Delaware                         63-0734234
       ------------------------------      --------------------------
       (State or other jurisdiction        (I.R.S. Employer Identification
       of incorporation or organization)   Number)

              7400 Cahaba Valley Road, Birmingham, Alabama   35242
         ------------------------------------------------------------
       (Address of Principal Executive Offices)            (Zip Code)
 

                              JUST FOR FEET, INC.
                         1997 EMPLOYEE INCENTIVE PLAN
                     ------------------------------------
                           (Full Title of the Plan)
                           

                               HAROLD RUTTENBERG
                Chairman, President and Chief Executive Officer
                            7400 Cahaba Valley Road
                           Birmingham, Alabama 35242
                                (205) 408-3000
                     ------------------------------------
                  (Name, address, telephone number, including
                       area code, of agent for service)

                     ------------------------------------
                             Copies Requested to:
                           Arthur Jay Schwartz, Esq.
                        Smith, Gambrell & Russell, LLP
                           Promenade II, Suite 3100
                           1230 Peachtree Road, N.E.
                         Atlanta, Georgia  30309-3592
                                (404) 815-3500
                     ------------------------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of
 Securities                              Proposed Maximum        Proposed Maximum
    to be           Amount to be        Offering Price Per      Aggregate Offering            Amount of
 Registered          Registered              Share(1)                Price(1)              Registration Fee
---------------------------------------------------------------------------------------------------------------
Shares of Common
 Stock, par value    1,500,000               $12.1875                  $18,281,250              $5,082.19
 $.0001 per share
---------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee 
     pursuant to Rule 457(c) under the Securities Act of 1933 based upon the 
     average of the high and low reported prices of the Common Stock on the
     Nasdaq National Market on April 27, 1999.
================================================================================
Explanatory Note

    This Registration Statement covers 1,500,000 additional shares of the Common
Stock of Just For Feet, Inc. (the "Company"), $.0001 value per share, issuable
pursuant to the Company's 1997 Employee Incentive Plan (the "1997 Employee
Incentive Plan"), for which a previously filed Registration Statement on Form S-
8 is effective (collectively, the "Registration Statements").  The contents of
the Company's earlier Registration Statement on Form S-8, File No. 333-42313, as
filed with the Securities and Exchange Commission on December 15, 1997, are
incorporated by reference.

    This Registration Statement is also being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act") by Just For Feet,
Inc., a Delaware corporation (the "Company" or "Just For Feet-Delaware"), which
is the successor to Just For Feet, Inc., an Alabama corporation ("Just For Feet-
Alabama"), following a statutory merger effective on June 26, 1998 (the
"Merger") for the purpose of changing Just For Feet-Alabama's state of
incorporation.  Prior to the merger, Just For Feet-Delaware had no assets or
liabilities other than nominal assets or liabilities.  In connection with the
Merger, Just For Feet-Delaware succeeded by operation of law to all of the
assets and liabilities of Just For Feet-Alabama.  The Merger was approved by the
shareholders of Just For Feet-Alabama at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

    Just For Feet-Delaware, by virtue of this Registration Statement, expressly
adopts the prior Registration Statement (Registration No. 333-42313) as its own
registration statement for all purposes of the Securities Act and the Exchange
Act.
Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

    The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents:

1.  The Company's Annual Report on Form 10-K for the year ended January 30,
    1999; and
2.  The description of the Company's Common Stock contained in the Company's
    Registration Statement on Form 8-A filed under the Exchange Act on March 4,
    1994, as amended by Form 8-A/A filed with the Commission on February 25,
    1999.

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

    No response is required to this item.

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

    No response is required to this item.

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

    The Registrant's Certificate of Incorporation and its Bylaws provide for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law.

    Section 145 of the General Corporation Law of the State of Delaware provides
generally that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if 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 action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

    In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant and the Registrant's Bylaws also eliminate the
monetary liability of directors to the fullest extent permitted by Delaware law.
The Registrant has purchased directors' and officers' liability insurance

                                     II-1
covering certain liabilities incurred by its directors and officers in
connection with the performance of their duties.

Item 7.  Exemption From Registration Claimed.
-------  ------------------------------------

    No response to this Item is required.

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

    The following exhibits are filed with or incorporated by reference into this
Registration Statement.  The exhibits which are denominated by an asterisk (*)
were previously filed as a part of, and are hereby incorporated by reference
from the Company's earlier Registration Statement on Form S-8, File No. 333-
42313, as filed with the Securities and Exchange Commission on December 15,
1997.

    Exhibit
    Number  Description of Exhibit
    ------  ----------------------
    4.1*    Form of Incentive Stock Option Agreement.

    5.1     Opinion of Smith, Gambrell & Russell, LLP.

    10.1*   Just For Feet, Inc. 1997 Employee Incentive Plan.

    10.1.1  Just For Feet, Inc. 1997 Employee Incentive Plan, as amended.

    23.1    Consent of Deloitte & Touche LLP.

    23.2    Consent of Smith, Gambrell & Russell, LLP (contained in their
            opinion filed as Exhibit 5.1).

    24.1    Power of Attorney of Edward S. Croft, III.

    24.2    Power of Attorney of Michael P. Lazarus.

    24.3    Power of Attorney of Bart Starr, Sr.

    24.4    Power of Attorney of Randall L. Haines.

    24.5    Power of Attorney of David F. Bellet.

    24.6    Power of Attorney of Warren C. Smith, Jr.

                                     II-2
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.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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 the time shall be deemed to be the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the 30th day of
April, 1999.

                                     JUST FOR FEET, INC.

                                     By:         /s/ Harold Ruttenberg
                                        --------------------------------------
                                        Harold Ruttenberg
                                        Chairman, President and Chief
                                        Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
Signature                                        Title                            Date
---------                                        -----                            ----
/s/ Harold Ruttenberg                  Chairman, President and Chief          April 30, 1999
----------------------------------      Executive Officer (principal 
Harold Ruttenberg                           executive officer)
                                            
 
/s/ Eric L. Tyra                       Executive Vice President, Chief        April 30, 1999
----------------------------------      Financial Officer (principal
Eric L. Tyra                                accounting officer)
                                        
 
          *                                      Director                     April 30, 1999
----------------------------------               
Michael P. Lazarus
 
 
          *                                      Director                     April 30, 1999
----------------------------------
Bart Starr, Sr.

          *                                      Director                     April 30, 1999
----------------------------------
Randall L. Haines

          *                                      Director                     April 30, 1999
----------------------------------
David F. Bellet

          *                                      Director                     April 30, 1999
----------------------------------
Edward S. Croft, III
                                                 
          *                                      Director                     April 30, 1999
----------------------------------
Warren C. Smith, Jr.
*By:   /s/ Eric L. Tyra
    ------------------------------
    Eric L. Tyra
    Attorney-in-Fact
Exhibit Index
                                 -------------

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

4.1*       Form of Incentive Stock Option Agreement.

5.1        Opinion of Smith, Gambrell & Russell, LLP.

10.1*      Just For Feet, Inc. 1997 Employee Incentive Plan

10.1.1     Just For Feet, Inc. 1997 Employee Incentive Plan, as amended.

23.1       Consent of Deloitte & Touche LLP.

23.2       Consent of Smith, Gambrell & Russell, LLP (contained in their opinion
           filed as Exhibit 5.1)

24.1       Power of Attorney of Edward S. Croft, III.

24.2       Power of Attorney of Michael P. Lazarus.

24.3       Power of Attorney of Bart Starr, Sr.

24.4       Power of Attorney of Randall L. Haines.

24.5       Power of Attorney of David F. Bellet.

24.6       Power of Attorney of Warren C. Smith, Jr.