EXHIBIT 10.25

                         2004 RESTRICTED STOCK AGREEMENT

         This 2004 Restricted Stock Agreement is entered into between Galyan's
Trading Company, Inc., an Indiana corporation ("Company"), and Edwin J. Holman
("Employee"), effective as of March 1, 2004.

                                   Background

         A.    Company and Employee are parties to an Amended Employment
Agreement, dated August 29, 2003 ("Employment Agreement").

         B.    Company desires to grant Employee 50,000 shares of unregistered
common stock of Company, effective as of the date hereof, subject to the
conditions set forth in this 2004 Restricted Stock Agreement and subject to
approval by Company's shareholders at Company's next annual meeting scheduled
for May 21, 2004 (the "Annual Meeting").

         In consideration of the premises, Company and Employee agree as
follows:

                                    Agreement

     1.  Subject only to approval by Company's shareholders at the Annual
Meeting, Company grants Employee 50,000 shares of unregistered common stock of
Company, effective as of March 1, 2004, which shares ("2004 Restricted Shares")
shall be subject to the restrictions specified in this 2004 Restricted Stock
Agreement. Company agrees to endeavor to register the 2004 Restricted Shares
within a reasonable time after the grant date specified in the preceding
sentence.

     2.  Until such time as the 2004 Restricted Shares become vested, Employee
shall not have any right to sell, transfer, pledge, hypothecate, or otherwise
dispose of the 2004 Restricted Shares. Employee represents and warrants to
Company that he shall not sell, transfer, pledge, hypothecate, or otherwise
dispose of the 2004 Restricted Shares in violation of applicable securities laws
or the provisions of this 2004 Restricted Stock Agreement. Except as expressly
provided in this 2004 Restricted Stock Agreement, all non-vested 2004 Restricted
Shares shall be forfeited upon Employee's termination of employment.

     3.  The 2004 Restricted Share shall vest as follows:

         (a) Unless vesting of the 2004 Restricted Shares is accelerated
     pursuant to Subsections (b) or (c) below, one-third of the 2004 Restricted
     Shares shall become vested on each of the first three anniversaries of the
     date hereof, provided Employee is employed on such anniversary date.

         (b) If Employee's employment terminates under the circumstances covered
     by Section 5(b) or (c) of the Employment Agreement, all 2004 Restricted
     Shares granted to Employee shall become fully vested (to the extent not
     already vested) upon Employee's termination of employment.
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         (c) If Employee's employment terminates pursuant to Section 4(c) or
     4(d) of the Employment Agreement, all 2004 Restricted Shares granted to
     Employee shall become fully vested (to the extent not already vested) upon
     Employee's termination of employment.

         (d) If a Change in Control (as defined in Section 7 of the Employment
     Agreement occurs, all 2004 Restricted Shares granted to Employee shall
     become fully vested (to the extent not already vested), effective as of the
     date on which such Change in Control occurs.

     4.  Employee represents and warrants to Company that he is acquiring the
2004 Restricted Shares for his own account for investment and not with a view to
or for resale in connection with any distribution of the 2004 Restricted Shares
and that he has no present intention of distributing or reselling the 2004
Restricted Shares. Employee acknowledges that the certificate or certificates
representing the 2004 Restricted Shares shall bear an appropriate legend
relating to restrictions on transfer.

     IN WITNESS WHEREOF, Company and Employee have executed this Agreement,
effective as of the date specified in the first paragraph hereof.

EMPLOYEE                                     GALYAN'S TRADING COMPANY, INC.



/s/ EDWIN J. HOLMAN                          By: /s/ NORMAN S. MATTHEWS
--------------------------------             ----------------------------------
Edwin J. Holman                                  Norman S. Matthews
                                                 Chairman of the Board


March 01, 2004                               March 01, 2004
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(Date)                                       (Date)

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