EXHIBIT 3.2(A)

                            Bylaws of Footstar, Inc.

                             Amended March 15, 2001

                                    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


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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


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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 90 days nor more than 100 days prior to
the meeting date as scheduled by the Corporation (without reference to any
adjournments or postponements of such meeting); provided, however, that in the
event that less than 100 days? notice or prior public disclosure of the date of
such 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 90 days nor more than 100 days prior to the meeting date as scheduled
by the Corporation (without reference to any adjournments or postponements of
such meeting); provided, however, that in the event that less than 100 days?
notice or prior public disclosure of the date of such 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 he 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


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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


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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.


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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


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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


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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


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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.