EXHIBIT 3.2

                                    BYLAWS

                                      OF

                                Footstar, Inc.

                                   * * * * *


                                   ARTICLE I

                                    OFFICES

          Section 1.  Registered Office.  The registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware.

          Section 2.  Other Offices.  The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the
Corporation may require.

          Section 3.  Books.  The books of the Corporation may be kept within
or without of the State of Delaware as the Board of Directors may from time to
time determine or the business of the Corporation may require.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

          Section 1.  Time and Place of Meetings.  All meetings of
stockholders shall be held at such place, either within or without the State
of Delaware, on such date and at such time as may be determined from time to
time by the Board of Directors (or the Chairman of the Board in the absence of
a designation by the Board of Directors).

          Section 2.  Annual Meetings.  Annual meetings of stockholders,
commencing with the year 1997, shall be held to elect directors and transact
such other business as may properly be brought before the meeting.

          Section 3.  Special Meetings.  Special meetings of stockholders may
be called by the Board of Directors or the Chairman of the Board of Directors,
the President or the Secretary of the Corporation and may not be called by any
other person.  Notwithstanding the foregoing, whenever holders of one or more
classes or series of Preferred Stock shall have the right, voting separately
as a class or series, to elect directors, such holders may call, pursuant to
the terms of the resolution or resolutions adopted by the Board of Directors
pursuant to Article Four of the certificate of incorporation, special meetings
of holders of such Preferred Stock.

          Section 4.  Notice of Meetings and Adjourned Meetings; Waivers of
Notice.  (a) Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended ("Delaware Law"), such
notice shall be given not less than 10 nor more than 60 days before the date
of the meeting to each stockholder of record entitled to vote at such meeting.
Unless these bylaws otherwise require, when a meeting is adjourned to another
time or place (whether or not a quorum is present), notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than 30 days, or after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

          (b)  A written waiver of any such notice signed by the person
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          Section 5. Quorum. Unless otherwise provided by Delaware Law, the
presence, in person or by proxy, of the holders of at least one-third of the
outstanding capital stock of the Corporation entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business.

          Section 6. Voting. (a) Except as otherwise provided in the certificate
of incorporation or by Delaware Law, each stockholder shall be entitled to one
vote for each outstanding share of capital stock of the Corporation held by such
stockholder. Except as otherwise provided in the certificate of incorporation or
these bylaws with respect to the right of holders of one or more classes or
series of Preferred Stock to elect additional directors under specified
circumstances, and except as otherwise provided by Delaware law, directors shall
be elected by a plurality of the votes cast by the shares of capital stock of
the Corporation present, in person or by proxy, at a meeting of stockholders and
entitled to vote on the election of directors. Except as otherwise provided by
Delaware Law, all matters other than the election of directors properly
submitted at any meeting of the stockholders shall be decided by the affirmative
majority of the votes cast by shares of capital stock of the Corporation
present, in person or by proxy, and entitled to vote on the matter. Abstentions
shall not be included in calculating the number of votes cast on, in favor of,
or in opposition to any matter.

          (b) Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to a corporate action in writing without a meeting
may authorize another person or persons to act for him or her by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

          Section 7. No Action by Consent. Any action required or permitted to
be taken at any annual or special meeting of stockholders may be taken only upon
the vote of stockholders at an annual or special meeting duly noticed and called
in accordance with Delaware Law and may not be taken by written consent of
stockholders without a meeting.

          Section 8. Organization. At each meeting of stockholders, the Chairman
of the Board, if one shall have been elected, (or in his or her absence or if
one shall not have been elected, the President) shall act as chair of the
meeting. The Secretary (or in his or her absence or inability to act, the person
whom the chair of the meeting shall appoint secretary of the meeting) shall act
as secretary of the meeting and keep the minutes thereof.

          Section 9.  Order of Business.  The order of business and rules of
conduct at all meetings of stockholders shall be as determined by the chair of
the meeting.

          Section 10. Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in these bylaws shall be eligible to
serve as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a) by or
at the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 10, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section 10. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting or such public disclosure was given or made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the secretary of the
Corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be eligible to
serve as a director of the Corporation unless nominated in accordance with the
procedures set forth in this bylaw. The chair of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the bylaws, and if he or she should
so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section 10, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, and the rules and
regulations thereunder with respect to the matters set forth in this Section.

          Section 11. Notice of Business. At any meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) in the case
of an annual meeting of stockholders, by any stockholder of the Corporation who
is a stockholder of record at the time of giving of the notice provided for in
this Section 11, who shall be entitled to vote at such meeting and who complies
with the notice procedures set forth in this Section 11. For business to be
properly brought before an annual meeting of stockholders by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received no later than the close of business on
the 10th day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was given or made. A stockholder's notice
to the secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the bylaws to the contrary, no business shall be conducted at a stockholder
meeting except in accordance with the procedures set forth in this Section 11,
and no business shall be brought by a stockholder before a special meeting. The
chair of the meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of the bylaws, and if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing,
provisions of this Section 11, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, and the rules
and regulations thereunder with respect to the matters set forth in this Section
11.


                                  ARTICLE III

                                   DIRECTORS

          Section 1. General Powers. Except as otherwise provided in Delaware
Law or the certificate of incorporation, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

          Section 2. Number, Classes, Term of Office, etc. The Board of
Directors shall consist of not less than three nor more than ten directors, with
the exact number of directors to be determined from time to time solely by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors. The directors shall be divided into three classes, designated Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. Except as otherwise provided in the certificate of
incorporation, each director shall serve for a term ending on the date of the
third annual meeting of stockholders next following the annual meeting at which
such director was elected. Notwithstanding the foregoing, each director shall
hold office until such director's successor shall have been duly elected and
qualified or until such director's earlier death, resignation or removal.
Directors need not be stockholders. The provisions of this Section 2 shall be
subject, in each case, to the rights of holders of one or more series of
Preferred Stock of the Corporation with respect to the election of directors set
forth in Section 15 of this Article III.

          Section 3.  Quorum and Manner of Acting.  Unless the certificate of
incorporation or these bylaws require a greater number, a majority of the
total number of directors shall constitute a quorum for the transaction of
business, and the affirmative vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.  When a meeting is adjourned to another time or place (whether or
not a quorum is present), notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned meeting, the Board of Directors may
transact any business which might have been transacted at the original
meeting.  If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting, from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          Section 4.  Time and Place of Meetings.  The Board of Directors
shall hold its meetings at such place, either within or without the State of
Delaware, and at such time as may be determined from time to time by the Board
of Directors (or the Chairman in the absence of a determination by the Board
of Directors).

          Section 5.  Annual Meeting.  The Board of Directors shall meet for
the purpose of electing officers and transacting other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at
the same place where such annual meeting shall be held.  Notice of such
meeting need not be given.  In the event such annual meeting is not so held,
the annual meeting of the Board of Directors may be held at such place either
within or without the State of Delaware, on such date and at such time as shall
be specified in a notice thereof given as hereinafter provided in Section 7 of
this Article III or in a waiver of notice thereof signed by any director who
chooses to waive the requirement of notice.

          Section 6.  Regular Meetings.  After the place and time of regular
meetings of the Board of Directors shall have been determined and notice
thereof shall have been once given to each member of the Board of Directors,
regular meetings may be held without further notice being given.

          Section 7.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and
shall be called by the Chairman of the Board, President or Secretary on the
written request of three directors.  Notice of special meetings of the Board of
Directors shall be given to each director at least three days before the date
of the meeting in such manner as is determined by the Board of Directors.

          Section 8.  Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall
have the power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
the bylaws of the Corporation; and unless the resolution of the Board of
Directors or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

          Section 9.  Action by Consent.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

          Section 10.  Telephonic Meetings.  Unless otherwise restricted by
the certificate of incorporation or these bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or such committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

          Section 11.  Resignation.  Any director may resign at any time by
giving written notice to the Board of Directors or to the Secretary of the
Corporation.  The resignation of any director shall take effect upon receipt
of notice thereof or at such later time as shall be specified in such notice;
and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

          Section 12. Vacancies. Unless otherwise provided in the certificate of
incorporation, vacancies on the Board of Directors resulting from death,
resignation, removal or otherwise and newly created directorships resulting from
any increase in the number of directors may be filled solely by a majority of
the directors then in office (although less than a quorum) or by the sole
remaining director. Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of directors elected by such class
or classes or series thereof then in office, or by a sole remaining director so
elected. Each director so elected shall hold office for a term that shall
coincide with the term of the Class to which such director shall have been
elected. If there are no directors in office, then an election of directors may
be held in accordance with Delaware Law. Unless otherwise provided in the
certificate of incorporation, when one or more directors shall resign from the
Board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in the filling of other vacancies.

          Section 13. Removal. No director may be removed from office by the
stockholders except for cause with the affirmative vote of the holders of not
less than a majority of the total voting power of all outstanding securities of
the corporation then entitled to vote generally in the election of directors,
voting together as a single class.

          Section 14.  Compensation.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall
have authority to fix the compensation of directors, including fees and
reimbursement of expenses.

          Section 15. Preferred Directors. Notwithstanding anything else
contained herein, whenever the holders of one or more classes or series of
Preferred Stock shall have the right, voting separately as a class or series, to
elect directors, the election, term of office, filling of vacancies, removal and
other features of such directorships shall be governed by the terms of the
resolutions adopted by the Board of Directors pursuant to the certificate of
incorporation applicable thereto, and such directors so elected shall not be
subject to the provisions of Sections 2, 12 and 13 of this Article III unless
otherwise provided therein.


                                  ARTICLE IV

                                   OFFICERS

          Section 1.  Principal Officers.  The principal officers of the
Corporation shall be a Chairman of the Board, a Chief Executive Officer, a
President, one or more Vice Presidents, a Treasurer and a Secretary who shall
have the duty, among other things, to record the proceedings of the meetings
of stockholders and directors in a book kept for that purpose.  The
Corporation may also have such other principal officers, including one or more
Controllers, as the Board may in its discretion appoint.  One person may hold
the offices and perform the duties of any two or more of said offices, except
that no one person shall hold the offices and perform the duties of President
and Secretary.

          Section 2.  Election and Term of Office.  The principal officers of
the Corporation shall be elected annually by the Board of Directors at the
annual meeting thereof.  Each such officer shall hold office until his or her
successor is elected and qualified, or until his or her earlier death,
resignation or removal.  Any vacancy in any office shall be filled in such
manner as the Board of Directors shall determine.

          Section 3.  Subordinate Officers.  In addition to the principal
officers enumerated in Section 1 of this Article IV, the Corporation may have
one or more Assistant Treasurers, Assistant Secretaries and Assistant
Controllers and such other subordinate officers, agents and employees as the
Board of Directors may deem necessary, each of whom shall hold office for such
period as the Board of Directors may from time to time determine.  The Board
of Directors may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.

          Section 4.  Removal.  Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at
any time, by resolution adopted by the Board of Directors.

          Section 5.  Resignations.  Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer if
the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer).  The resignation of any officer shall
take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          Section 6.  Powers and Duties.  The officers of the Corporation
shall have such powers and perform such duties incident to each of their
respective offices and such other duties as may from time to time be conferred
upon or assigned to them by the Board of Directors.


                                   ARTICLE V

                              GENERAL PROVISIONS

          Section 1.  Fixing the Record Date.  (a) In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,
and which record date shall not be more than 60 nor less than 10 days before
the date of such meeting.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided that the Board of Directors may fix a new record date for
the adjourned meeting.

          (b)  In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

          Section 2.  Dividends.  Subject to limitations contained in Delaware
Law and the certificate of incorporation, the Board of Directors may declare
and pay dividends upon the shares of capital stock of the Corporation, which
dividends may be paid in cash, in property or in shares of the capital stock
of the Corporation.

          Section 3.  Corporate Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.

          Section 4.  Voting of Stock Owned by the Corporation.  Unless
otherwise ordered by the Board of Directors, the Chairman of the Board may
authorize any person, on behalf of the Corporation, to attend, vote at and
grant proxies to be used at any meeting of stockholders of any corporation
(except this Corporation) in which the Corporation may hold stock.

          Section 5. Authorized Signatures for Instruments of Payment. All
checks, notes, drafts or other instruments for the payment of money shall be
signed on behalf of the Corporation by such person or persons and in such manner
as the Board of Directors may prescribe by resolution from time to time.

          Section 6. Transfer of Shares. Shares of the stock of the Corporation
may be transferred on the register of stockholders of the Corporation by the
holder thereof in person or by his duly authorized attorney upon surrender of a
certificate therefor properly endorsed.

          Section 7. Issue, Transfer and Registration of Share Certificates;
Replacement Certificates. The Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue and transfer of certificates for shares of the stock of the Corporation as
well as for the issuance of new certificates in lieu of those which may be lost
or destroyed, and may require of any stockholder requesting replacement of lost
or destroyed certificates, a bond in such amount and in such form as the Board
may deem expedient to indemnify the Corporation, and/or the transfer agents,
and/or the registrars of its stock against any claims arising in connection
therewith.

          Section 8. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars of transfer and
may require all stock certificates to be countersigned by such transfer agent
and registered by such registrar of transfers on the stock register. One person
or organization may serve as both transfer agent and registrar.

          Section 9.  Amendments.  These bylaws or any of them, may be
altered, amended or repealed, or new bylaws may be made, by the Board of
Directors or by the affirmative vote of the holders of not less than 80% of
the total voting power of all outstanding securities of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class.


                                  ARTICLE VI

                                   DIVISIONS

          Section 1. Organization. The Board of Directors may cause the business
and operations of the Corporation to be divided into divisions based upon
character or type of operations, operating units, or upon such other basis of
division as the Board of Directors may from time to time determine to be
advisable, and may cause the business and operations of any such division to be
further divided into subdivisions or departments if deemed advisable by the
Board of Directors and upon such basis of subdivision as the Board of Directors
may determine.

          Section 2. Officers of Divisions. Unless the Board of Directors of the
Corporation provides otherwise, the Chairman of the Board or the Chief Executive
Officer may provide for the appointment of officers for each division into which
any of the activities of this Corporation may be divided, with such duties as
such officer or the Board of Directors of the Corporation may from time to time
determine. Officers of a division may be designated by such titles as President,
Executive Vice President, Senior Vice President, Vice President, Secretary,
Assistant Secretary, Treasurer, Assistant Treasurer, or Controller, as the Board
of Directors of the Corporation may from time to time determine. The authority
of the officers of each division shall be subject to the control of, and shall
be limited to acts and transactions in conformity with the policies of, the
Board of Directors of the Corporation, and may be further limited to acts and
transactions pertaining to the business of this corporation which such division
is authorized to transact and perform. Individuals shall be appointed as
divisional officers, and may be removed as such, by the Chairman of the Board of
Directors. One person may hold more than one of the divisional or departmental
offices. Any general officer of the Corporation shall be eligible for
appointment to one or more offices in one or more divisions or departments, but
a divisional or departmental officer, as such, shall not be an officer of the
Corporation.