SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q

(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended May 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from 
to

Commission File number 0-20184

The Finish Line, Inc.

(Exact name of registrant as specified in its charter)



|                                  |  |                                        
|--------------------------------- |  | ---------------------------------------
|Indiana                           |  | 35-1537210                             
|(State or other jurisdiction      |  | (I.R.S. Employer identification number)
|of incorporation or organization) |  |                                        



|                                                  |  |           
|------------------------------------------------- |  | ----------
|3308 North Mitthoeffer Road Indianapolis, Indiana |  | 46235     
|(Address of principal executive offices)          |  | (zip code)

317-899-1022

(Registrants telephone number, including area code)





(Former name, former address and former fiscal
year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                                                           |  |                    
|---------------------------------------------------------------------------------------------------------- |  | -------------------
|Large accelerated filer   ̈                                                                                 |  | Accelerated filer x
|Non-accelerated filer   ̈  (Do not check if a smaller reporting
company)       Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes   ̈    No  x

Shares of common stock outstanding at June 20, 2008:



| |  |         |  |            |  | 
| |  | ------- |  | ---------- |  | 
| |  | Class A |  | 49,701,097 |  | 
| |  | Class B |  | 5,141,336  |  | 









---

PART 1. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

THE FINISH LINE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                  |  |             |         |             |   |              |  |   |        
|--------------------------------- |  | ----------- | ------- | ----------- | - | ------------ |  | - | -------
|                                  |  | May 31,2008 |         | June 2,2007 |   | March 1,2008
|                                  |  | (unaudited) |         | (unaudited) |   |             
|ASSETS                            |  |             |         |             |   |              |  |   |        
|CURRENT ASSETS:                   |  |             |         |             |   |              |  |   |        
|Cash and cash equivalents         |  | $           | 39,992  |             | $ | 33,050       |  | $ | 72,901 
|Accounts receivable, net          |  |             | 4,420   |             |   | 7,422        |  |   | 7,746  
|Merchandise inventories, net      |  |             | 281,217 |             |   | 308,097      |  |   | 268,333
|Income taxes recoverable          |  |             | 35,811  |             |   | 4,499        |  |   |       
|Deferred income taxes             |  |             |        |             |   |             |  |   | 16,992 
|Other                             |  |             | 15,383  |             |   | 17,258       |  |   | 15,835 
|                                  |  |             |         |             |   |              |  |   |        
|Total current assets              |  |             | 376,823 |             |   | 370,326      |  |   | 381,807
|                                  |  |             |        
|PROPERTY AND EQUIPMENT:           |  |             |         |             |   |              |  |   |        
|Land                              |  |             | 1,557   |             |   | 1,557        |  |   | 1,557  
|Building                          |  |             | 41,435  |             |   | 41,910       |  |   | 41,429 
|Leasehold improvements            |  |             | 275,085 |             |   | 285,195      |  |   | 274,249
|Furniture, fixtures and equipment |  |             | 114,542 |             |   | 113,809      |  |   | 113,995
|Construction in progress          |  |             | 2,604   |             |   | 4,866        |  |   | 2,842  
|                                  |  |             |         |             |   |              |  |   |        
|                                  |  |             | 435,223 |             |   | 447,337      |  |   | 434,072
|Less accumulated depreciation     |  |             | 222,283 |             |   | 198,580      |  |   | 216,238
|                                  |  |             |         |             |   |              |  |   |        
|                                  |  |             | 212,940 |             |   | 248,757      |  |   | 217,834
|                                  |  |             |        
|Deferred income taxes             |  |             | 30,951  |             |   | 19,187       |  |   | 29,692 
|Goodwill                          |  |             | 5,964   |             |   | 5,964        |  |   | 5,964  
|Other assets, net                 |  |             | 7,703   |             |   | 7,938        |  |   | 7,750  
|                                  |  |             |         |             |   |              |  |   |        
|Total assets                      |  | $           | 634,381 |             | $ | 652,172      |  | $ | 643,047
|                                  |  |             |         |             |   |              |  |   |        

See accompanying notes.



2



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THE FINISH LINE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                            |  |             |         |   |             |   |         |              |  |   |         |  
|------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | ----------- | - | ------- | ------------ |  | - | ------- | -
|                                                                                            |  | May 31,2008 |         |   | June 2,2007 |   |         | March 1,2008 | 
|                                                                                            |  | (unaudited) |         |   | (unaudited) |   |         |              | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                        |  |             |         |   |             |   |         |              |  |   |         |  
|CURRENT LIABILITIES:                                                                        |  |             |         |   |             |   |         |              |  |   |         |  
|Accounts payable                                                                            |  | $           | 83,006  |   |             | $ | 87,937  |              |  | $ | 63,768  |  
|Terminated merger-related liabilities                                                       |  |             | 269     |   |             |   |        |              |  |   | 47,129  |  
|Employee compensation                                                                       |  |             | 12,533  |   |             |   | 11,129  |              |  |   | 10,159  |  
|Accrued property and sales tax                                                              |  |             | 7,640   |   |             |   | 6,174   |              |  |   | 8,100   |  
|Income taxes payable                                                                        |  |             |        |   |             |   |        |              |  |   | 1,734   |  
|Deferred income taxes                                                                       |  |             | 19,182  |   |             |   | 10,337  |              |  |   |        |  
|Other liabilities and accrued expenses                                                      |  |             | 14,804  |   |             |   | 15,667  |              |  |   | 16,170  |  
|                                                                                            |  |             |         |   |             |   |         |              |  |   |         |  
|Total current liabilities                                                                   |  |             | 137,434 |   |             |   | 131,244 |              |  |   | 147,060 |  
|                                                                                            |  |             |        
|Deferred credits from landlords                                                             |  |             | 58,208  |   |             |   | 65,481  |              |  |   | 59,642  |  
|Other long-term liabilities                                                                 |  |             | 15,819  |   |             |   | 9,183   |              |  |   | 15,479  |  
|                                                                                            |  |             |        
|SHAREHOLDERS EQUITY:                                                                       |  |             |         |   |             |   |         |              |  |   |         |  
|Preferred stock, $.01 par value; 1,000 shares authorized; none issued                       |  |             |        |   |             |   |        |              |  |   |        |  
|Common stock, $.01 par value                                                                |  |             |         |   |             |   |         |              |  |   |         |  
|Class A:                                                                                    |  |             |         |   |             |   |         |              |  |   |         |  
|Shares authorized  100,000                                                                 |  |             |         |   |             |   |         |              |  |   |         |  
|Shares issued  (May 31, 2008  54,168; June 2, 2007  47,649; March 1, 2008  47,649)      |  |             |         |   |             |   |         |              |  |   |         |  
|Shares outstanding  (May 31, 2008  48,750; June 2, 2007  42,116; March 1, 2008  42,206) |  |             | 542     |   |             |   | 476     |              |  |   | 476     |  
|Class B:                                                                                    |  |             |         |   |             |   |         |              |  |   |         |  
|Shares authorized  10,000                                                                  |  |             |         |   |             |   |         |              |  |   |         |  
|Shares issued and outstanding  5,141                                                       |  |             | 52      |   |             |   | 52      |              |  |   | 52      |  
|Additional paid-in capital                                                                  |  |             | 183,765 |   |             |   | 151,619 |              |  |   | 182,756 |  
|Retained earnings                                                                           |  |             | 285,803 |   |             |   | 341,876 |              |  |   | 284,936 |  
|Treasury stock  (May 31, 2008  5,418; June 2, 2007  5,533; March 1, 2008  5,443)        |  |             | (47,242 | ) |             |   | (47,759 | )            |  |   | (47,354 | )
|                                                                                            |  |             |         |   |             |   |         |              |  |   |         |  
|Total shareholders equity                                                                  |  |             | 422,920 |   |             |   | 446,264 |              |  |   | 420,866 |  
|                                                                                            |  |             |         |   |             |   |         |              |  |   |         |  
|Total liabilities and shareholders equity                                                  |  | $           | 634,381 |   |             | $ | 652,172 |              |  | $ | 643,047 |  
|                                                                                            |  |             |         |   |             |   |         |              |  |   |         |  

See accompanying notes.



3



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THE FINISH LINE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                                |  |                      |         |             |   |         |  
|--------------------------------------------------------------- |  | -------------------- | ------- | ----------- | - | ------- | -
|                                                                |  | Thirteen Weeks Ended |        
|                                                                |  | May 31,2008          |         | June 2,2007 |  
|Net sales                                                       |  | $                    | 287,939 |             | $ | 285,751 |  
|Cost of sales (including occupancy costs)                       |  |                      | 204,812 |             |   | 208,658 |  
|                                                                |  |                      |         |             |   |         |  
|Gross profit                                                    |  |                      | 83,127  |             |   | 77,093  |  
|Selling, general and administrative expenses                    |  |                      | 81,427  |             |   | 80,815  |  
|                                                                |  |                      |         |             |   |         |  
|Operating income (loss)                                         |  |                      | 1,700   |             |   | (3,722  | )
|Interest income, net                                            |  |                      | 255     |             |   | 463     |  
|                                                                |  |                      |         |             |   |         |  
|Income (loss) from continuing operations before income taxes    |  |                      | 1,955   |             |   | (3,259  | )
|Income tax expense (benefit)                                    |  |                      | 1,090   |             |   | (659    | )
|                                                                |  |                      |         |             |   |         |  
|Income (loss) from continuing operations                        |  |                      | 865     |             |   | (2,600  | )
|Income (loss) from discontinued operations, net of income taxes |  |                      | 3       |             |   | (1,271  | )
|                                                                |  |                      |         |             |   |         |  
|Net income (loss)                                               |  | $                    | 868     |             | $ | (3,871  | )
|                                                                |  |                      |         |             |   |         |  
|Income (loss) per basic share:                                  |  |                      |         |             |   |         |  
|Income (loss) from continuing operations                        |  | $                    | 0.02    |             | $ | (0.05   | )
|Income (loss) from discontinued operations                      |  |                      |        |             |   | (0.03   | )
|                                                                |  |                      |         |             |   |         |  
|Net income (loss)                                               |  | $                    | 0.02    |             | $ | (0.08   | )
|                                                                |  |                      |         |             |   |         |  
|Basic weighted average shares                                   |  |                      | 53,523  |             |   | 47,135  |  
|                                                                |  |                      |         |             |   |         |  
|Income (loss) per diluted share:                                |  |                      |         |             |   |         |  
|Income (loss) from continuing operations                        |  | $                    | 0.02    |             | $ | (0.05   | )
|Income (loss) from discontinued operations                      |  |                      |        |             |   | (0.03   | )
|                                                                |  |                      |         |             |   |         |  
|Net income (loss)                                               |  | $                    | 0.02    |             | $ | (0.08   | )
|                                                                |  |                      |         |             |   |         |  
|Diluted weighted average shares                                 |  |                      | 53,895  |             |   | 47,135  |  
|                                                                |  |                      |         |             |   |         |  
|Dividends declared per share                                    |  | $                    |        |             | $ | .025    |  
|                                                                |  |                      |         |             |   |         |  

See accompanying notes.



4



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THE FINISH LINE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) - (Unaudited)





|                                                                                     |  |                      |         |   |             |   |         |  
|------------------------------------------------------------------------------------ |  | -------------------- | ------- | - | ----------- | - | ------- | -
|                                                                                     |  | Thirteen Weeks Ended |        
|                                                                                     |  | May 31,2008          |         |   | June 2,2007 |  
|OPERATING ACTIVITIES:                                                                |  |                      |         |   |             |   |         |  
|Net income (loss)                                                                    |  | $                    | 868     |   |             | $ | (3,871  | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                      |         |   |             |   |         |  
|Depreciation and amortization                                                        |  |                      | 9,677   |   |             |   | 10,585  |  
|Deferred income taxes                                                                |  |                      | 34,915  |   |             |   | (6,103  | )
|Share-based compensation                                                             |  |                      | 1,082   |   |             |   | 1,588   |  
|(Gain) loss on disposal of property and equipment                                    |  |                      | (101    | ) |             |   | 61      |  
|Excess tax benefits from share-based compensation                                    |  |                      |        |   |             |   | (151    | )
|Changes in operating assets and liabilities:                                         |  |                      |         |   |             |   |         |  
|Accounts receivable                                                                  |  |                      | 3,326   |   |             |   | 5,423   |  
|Merchandise inventories                                                              |  |                      | (12,884 | ) |             |   | (20,797 | )
|Other current assets                                                                 |  |                      | 452     |   |             |   | 108     |  
|Accounts payable                                                                     |  |                      | 19,238  |   |             |   | 4,311   |  
|Employee compensation                                                                |  |                      | 2,374   |   |             |   | 2,511   |  
|Accrued income taxes payable/recoverable                                             |  |                      | (37,233 | ) |             |   | (10,850 | )
|Terminated merger-related liabilities                                                |  |                      | (46,860 | ) |             |   |        |  
|Other liabilities and accrued expenses                                               |  |                      | (1,821  | ) |             |   | (1,291  | )
|Deferred credits from landlords                                                      |  |                      | (1,434  | ) |             |   | 1,009   |  
|                                                                                     |  |                      |         |   |             |   |         |  
|Net cash used in operating activities                                                |  |                      | (28,401 | ) |             |   | (17,467 | )
|                                                                                     |  |                     
|INVESTING ACTIVITIES:                                                                |  |                      |         |   |             |   |         |  
|Additions to property and equipment                                                  |  |                      | (5,096  | ) |             |   | (11,990 | )
|Proceeds from disposals of property and equipment                                    |  |                      | 484     |   |             |   | 125     |  
|Purchases of available-for-sale marketable securities                                |  |                      |        |   |             |   | (53,125 | )
|Proceeds from sale of available-for-sale marketable securities                       |  |                      |        |   |             |   | 53,125  |  
|                                                                                     |  |                      |         |   |             |   |         |  
|Net cash used in investing activities                                                |  |                      | (4,612  | ) |             |   | (11,865 | )
|                                                                                     |  |                     
|FINANCING ACTIVITIES:                                                                |  |                      |         |   |             |   |         |  
|Proceeds from short-term borrowings                                                  |  |                      | 5,000   |   |             |   | 1,800   |  
|Repayments on short-term borrowings                                                  |  |                      | (5,000  | ) |             |   | (1,800  | )
|Dividends paid to shareholders                                                       |  |                      |        |   |             |   | (1,183  | )
|Proceeds from issuance of common stock                                               |  |                      | 104     |   |             |   | 550     |  
|Excess tax benefits from share-based compensation                                    |  |                      |        |   |             |   | 151     |  
|                                                                                     |  |                      |         |   |             |   |         |  
|Net cash provided by (used in) financing activities                                  |  |                      | 104     |   |             |   | (482    | )
|                                                                                     |  |                     
|Net decrease in cash and cash equivalents                                            |  |                      | (32,909 | ) |             |   | (29,814 | )
|Cash and cash equivalents at beginning of period                                     |  |                      | 72,901  |   |             |   | 62,864  |  
|                                                                                     |  |                      |         |   |             |   |         |  
|Cash and cash equivalents at end of period                                           |  | $                    | 39,992  |   |             | $ | 33,050  |  
|                                                                                     |  |                      |         |   |             |   |         |  

See accompanying notes.



5



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THE FINISH LINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Basis of
Presentation

The accompanying unaudited consolidated financial statements of The Finish Line, Inc., along with its wholly-owned
subsidiaries, (collectively, the Company) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. Preparation of the financial statements requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary
for a fair presentation, have been included.

The Company has experienced, and expects to continue to experience, significant variability
in sales and net (loss) income from reporting period to reporting period. Therefore, the results of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Companys
Annual Report on Form 10-K for the year ended March 1, 2008 (fiscal 2008).



|2. | Terminated Merger
|-- | -----------------

On June 17, 2007, the
Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Genesco Inc. (Genesco) under which the Company agreed to acquire all of the outstanding common shares of Genesco for $54.50 per share in cash
(the Merger), subject to certain conditions.

UBS Loan Finance LLC and UBS Securities LLC (collectively, UBS)
committed to provide financing for the Merger and ongoing working capital requirements of the combined company of up to $1.8 billion through a combination of a Senior Secured Revolving Credit Facility, a Senior Secured Term Loan and a Senior
Unsecured Bridge Facility (the UBS Financing).

On September 19, 2007, the Company received a communication from UBS
indicating its intention to defer further work on the closing documents for the Merger pending its analysis of Genescos financial condition and performance. The same day, Genesco delivered a letter to the Company demanding that the Company
immediately consummate the Merger. On September 21, 2007, Genesco filed a lawsuit in the Chancery Court in Nashville, Tennessee seeking an order of specific performance requiring the Company to take all steps necessary to consummate the Merger
contemplated by the Merger Agreement. The Company filed an answer, counterclaim and third-party claim for declaratory judgment in connection with this action seeking, among other things, a declaratory judgment that a Company Material Adverse Effect
had occurred under the Merger Agreement. UBS intervened as a defendant in the Nashville, Tennessee case and filed an answer to Genescos complaint. On November 13, 2007, Genesco amended its complaint to add an alternative claim for
damages. On November 15, 2007, the Company filed an answer to Genescos amended



6



---

complaint asserting that a Company Material Adverse Effect had occurred under the Merger Agreement and asserting a counterclaim against Genesco for
intentional or negligent misrepresentation. On that day, UBS filed an answer to Genescos amended complaint and a counterclaim asserting fraud against Genesco.

On November 14, 2007, the Company was named as a defendant, along with Genesco, in a complaint for declaratory relief filed by UBS in the United States District Court for the Southern District of New York. UBS
was seeking a declaration in the New York federal district court action that its commitment letter for the UBS Financing (the Commitment), which expired on April 30, 2008 (after an extension agreed to by UBS), was void and/or may
properly be terminated by UBS because the Company would not be able to provide, prior to the expiration of the Commitment, a valid solvency certificate attesting to the solvency of the combined Finish Line-Genesco entity resulting from the Merger.

The trial of the issues in the Chancery Court in Nashville concluded on December 18, 2007, and the Chancery Court issued its opinion
on December 27, 2007. The Chancery Court held that the Company was required to close the Merger with Genesco and use its reasonable best efforts to obtain the financing required to do so (i.e., either the UBS Financing which was the subject of
the New York action, or alternative financing on terms not materially less favorable in the aggregate than the UBS Financing). Although the Chancery Court held that the deterioration in Genescos financial condition and operating results
constituted a material adverse effect (MAE), it also found that Genescos decline in performance was due to general economic conditions and was not disproportionate to its peers. As a result, the MAE fell within one of the MAE
carve-outs in the Merger Agreement and the Company was, therefore, not excused from completing the Merger based on Genescos decline in financial condition and operating results. The Chancery Court reserved for determination by the United
States District Court for the Southern District of New York whether the merged entity would be insolvent.

On March 3, 2008, the
Company entered into a Settlement Agreement with UBS and Genesco relating to the actions filed by UBS in the United States District Court for the Southern District of New York and filed by Genesco in the Chancery Court for the State of Tennessee
(the Litigation). The parties agreed to settle the Litigation and to terminate the Merger Agreement and Commitment. As consideration for these agreements, the Company and UBS agreed to make a cash payment in the amount of $175,000,000
(of which the Company agreed to pay $39,000,000 and UBS agreed to pay $136,000,000). The Company also agreed to issue 6,518,971 shares of the Companys Class A Common Stock (the Shares) to Genesco. Pursuant to the Settlement
Agreement, the Company paid the $39,000,000 cash payment and delivered the Shares to Genesco on March 7, 2008. The Company filed a registration statement relating to the Shares with the Securities and Exchange Commission on April 4, 2008,
which was declared effective on April 28, 2008. Genesco delivered the Shares to Genesco shareholders on June 13, 2008. The Company does not expect to incur any significant ongoing costs relating to this matter.

The Terminated merger-related liabilities of $47,129,000 on the Consolidated Balance Sheets as of March 1, 2008, consisted of the
$39,000,000 cash payment and $8,129,000 of unpaid legal and professional fees related to the terminated merger and settlement. As of May 31, 2008, the Terminated merger-related liabilities consisted of unpaid legal and professional fees of
$269,000 related to the terminated merger and settlement.



7



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|3. | Discontinued Operations of Paiva
|-- | --------------------------------

On
August 27, 2007, the Board of Directors of the Company approved managements recommendation to proceed with the closure of the Companys Paiva stores. The decision to take this action resulted from a thorough assessment and analysis,
which revealed the concept was not demonstrating the potential necessary to deliver an acceptable long-term return on investment. The Company closed all 15 Paiva stores and online business during the thirteen weeks ended December 1, 2007. The
results of operations of Paiva have been classified in discontinued operations for all periods presented. Paivas net assets primarily consisted of property and equipment of $11,843,000 and inventory of $2,231,000 as of June 2, 2007. The
financial results of the Paiva operations, which are included in discontinued operations in the accompanying Consolidated Statements of Operations, were as follows (in thousands):



|                                                              |  |                      |   |             |   |        |  
|------------------------------------------------------------- |  | -------------------- | - | ----------- | - | ------ | -
|                                                              |  | Thirteen weeks ended |  
|                                                              |  | May 31,2008          |   | June 2,2007 |  
|                                                              |  | (unaudited)          |  
|Net sales                                                     |  | $                    |  |             | $ | 2,581  |  
|                                                              |  |                      |   |             |   |        |  
|Income (loss) from discontinued operations                    |  | $                    | 5 |             | $ | (1,946 | )
|Income tax expense (benefit)                                  |  |                      | 2 |             |   | (675   | )
|                                                              |  |                      |   |             |   |        |  
|Income (loss) from discontinued operations, net of income tax |  | $                    | 3 |             | $ | (1,271 | )
|                                                              |  |                      |   |             |   |        |  

Based on the Companys current estimates as of May 31, 2008, future lease payments,
including estimated lease termination payments, and repayment of unamortized construction allowances are expected to result in a total cash outlay of approximately $869,000 and $699,000, respectively. Unamortized construction allowances are included
within Deferred credits from landlords. The Company anticipates that all cash payments will occur within the next 9 months.

The balance and net activity for the estimated future lease payments, including estimated lease termination payments, which are included within Other liabilities and accrued expenses, are as follows (in thousands):



|                         |  |               |       |  
|------------------------ |  | ------------- | ----- | -
|                         |  | Lease Reserve |      
|                         |  | (unaudited)   |      
|Balance at March 1, 2008 |  | $             | 1,574 |  
|Provision                |  |               |      |  
|Cash payments            |  |               | (705  | )
|                         |  |               |       |  
|Balance at May 31, 2008  |  | $             | 869   |  
|                         |  |               |       |  



8



---

|4. | Fair Value Measurements
|-- | -----------------------

On March 2, 2008, the
Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 provides a single definition of fair value and a common framework for measuring fair
value as well as new disclosure requirements for fair value measurements used in financial statements. Under FAS 157, fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants exclusive of any transaction costs. FAS 157 also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market
data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The Company has cash equivalents of short-term money market funds backed by U.S. Treasury securities. The Primary
objective of our short-term investment activities is to preserve our capital for the purpose of funding operations and we do not enter into short-term investments for trading or speculative purposes. The fair value is based on unadjusted quoted
market prices for the funds in active markets with sufficient volume and frequency. The adoption of FAS 157 did not have an impact on the Companys results of operations, financial condition or liquidity.

In February 2008, the Financial Accounting Standards Board (FASB) issued FSP FAS 157-1, Application of FASB Statement No. 157 to
FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 (FSP FAS 157-1). FSP FAS 157-1 amended FAS 157 to exclude
from its scope SFAS No. 13, Accounting for Leases, and its related interpretive accounting pronouncements that address leasing transactions. Also in February 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB
Statement No. 157 (FSP FAS 157-2). FSP FAS 157-2 amended FAS 157 to defer the effective date of FAS 157 for non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008 (fiscal
2010), except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, at least annually. These include goodwill, other nonamortizable intangible assets, asset retirement obligations and liabilities
recorded in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The Company is currently assessing the impact of FAS 157 on its non-financial assets and non-financial liabilities measured
at fair value on a nonrecurring basis, however does not expect it to have a significant impact on the Companys results of operations, financial condition or liquidity.



|5. | Recent Accounting Pronouncements
|-- | --------------------------------

In February 2007,
the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair
value. The standard also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities. If the fair value option is
elected, the effect of the first remeasurement to fair value is reported as a cumulative effect adjustment to the opening balance of retained earnings. The statement is applied prospectively upon adoption. The Company did not elect fair value
treatment for any assets or liabilities under FAS 159 as of March 2, 2008.

In May 2008, the FASB issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles (FAS 162). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with GAAP. FAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for



9



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financial statements that are presented in conformity with GAAP. FAS 162 is effective 60 days following the SECs approval of the Public Company
Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. FAS 162 is not expected to have an impact on the Companys financial statements.



|6. | Common Stock
|-- | ------------

Pursuant to the Settlement Agreement
entered into with UBS and Genesco (see Note 2), the Company issued 6,518,971 shares of the Companys Class A Common Stock (the Shares) to Genesco on March 7, 2008. The Company filed a registration statement relating to the
Shares with the Securities and Exchange Commission on April 4, 2008, which was declared effective on April 28, 2008. Genesco distributed the Shares to Genesco shareholders on June 13, 2008.

On July 22, 2004, the Companys Board of Directors instituted a quarterly cash dividend program of $0.025 per share of Class A and Class B
Common Stock. The Company decided to suspend future quarterly dividends beginning with the thirteen weeks ended September 1, 2007 until further notice. Further declarations of dividends, if any, remain at the discretion of the Companys
Board of Directors.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This quarterly report on Form 10-Q may contain certain statements that we believe are, or may be considered to be, forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such
as believe, expect, anticipate, intend, plan, foresee, may, will, estimates, potential, continue or other similar
words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ
materially from those contemplated by the relevant forward-looking statement. The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to,
fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending and utility and product costs; product demand and market acceptance risks; the effect of economic conditions; the effect of
competitive products and pricing; the availability of products; management of growth; and the other risks detailed in the Companys Securities and Exchange Commission filings. Readers are urged to consider these factors carefully in evaluating
the forward-looking statements. The forward-looking statements included in this Form 10-Q are made only as of the date of this report and we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events or
circumstances.



10



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General

The following discussion and analysis should be read in conjunction with Managements Discussion and Analysis of Financial Condition, including Critical Accounting Policies, included in the Companys Annual Report on Form 10-K for
the year ended March 1, 2008 (fiscal 2008). Unless otherwise noted, all amounts reflect the results of the Companys continuing operations and therefore Paiva store information and results have been excluded from the following information.

The following table sets forth store and square feet information of the Company by brand for each of the following periods:



|                               |  |                      |   |  |              |  
|------------------------------ |  | -------------------- | - |  | ------------ | -
|                               |  | Thirteen weeks ended |  
|                               |  | May 31, 2008         |   |  | June 2, 2007 |  
|Number of Stores:              |  |                      |   |  |              |  
|Finish Line                    |  |                      |   |  |              |  
|Beginning of period            |  | 697                  |   |  | 690          |  
|Opened                         |  | 4                    |   |  | 6            |  
|Closed                         |  | (1                   | ) |  | (1           | )
|                               |  |                      |   |  |              |  
|End of period                  |  | 700                  |   |  | 695          |  
|                               |  |                      |   |  |              |  
|Man Alive                      |  |                      |   |  |              |  
|Beginning of period            |  | 94                   |   |  | 86           |  
|Opened                         |  |                     |   |  | 7            |  
|Closed                         |  |                     |   |  |             |  
|                               |  |                      |   |  |              |  
|End of period                  |  | 94                   |   |  | 93           |  
|                               |  |                      |   |  |              |  
|Total                          |  |                      |   |  |              |  
|Beginning of period            |  | 791                  |   |  | 776          |  
|Opened                         |  | 4                    |   |  | 13           |  
|Closed                         |  | (1                   | ) |  | (1           | )
|                               |  |                      |   |  |              |  
|End of period                  |  | 794                  |   |  | 788          |  
|                               |  |                      |   |  |              |  
|                               |  |                     
|                               |  | May 31, 2008         |   |  | June 2, 2007 |  
|Square feet information as of: |  |                      |   |  |              |  
|Finish Line                    |  |                      |   |  |              |  
|Square feet                    |  | 3,848,242            |   |  | 3,860,527    |  
|Average store size             |  | 5,497                |   |  | 5,555        |  
|Man Alive                      |  |                      |   |  |              |  
|Square feet                    |  | 326,407              |   |  | 319,478      |  
|Average store size             |  | 3,472                |   |  | 3,435        |  
|Total                          |  |                      |   |  |              |  
|Square feet                    |  | 4,174,649            |   |  | 4,180,005    |  



11



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Results of Operations

The following table sets forth net sales of the Company by major category for each of the following periods (in thousands):



|          |  |                      |         |  |              |   |  |   |         |  |     |  
|--------- |  | -------------------- | ------- |  | ------------ | - |  | - | ------- |  | --- | -
|          |  | Thirteen Weeks Ended |        
|Category  |  | May 31, 2008         |         |  | June 2, 2007 |  
|          |  | (Unaudited)          |         |  | (Unaudited)  |  
|Footwear  |  | $                    | 236,211 |  | 82           | % |  | $ | 232,318 |  | 81  | %
|Softgoods |  |                      | 51,728  |  | 18           | % |  |   | 53,433  |  | 19  | %
|          |  |                      |         |  |              |   |  |   |         |  |     |  
|Total     |  | $                    | 287,939 |  | 100          | % |  | $ | 285,751 |  | 100 | %

The following table and subsequent discussion sets forth operating data of the Company as a
percentage of net sales for the periods indicated below.



|                                                                |  |                      |   |  |             |   
|--------------------------------------------------------------- |  | -------------------- | - |  | ----------- | --
|                                                                |  | Thirteen Weeks Ended |  
|                                                                |  | May 31,2008          |   |  | June 2,2007 |   
|                                                                |  | (Unaudited)          |  
|Net sales                                                       |  | 100.0                | % |  | 100.0       | % 
|Cost of sales (including occupancy costs)                       |  | 71.1                 |   |  | 73.0        |   
|                                                                |  |                      |   |  |             |   
|Gross profit                                                    |  | 28.9                 |   |  | 27.0        |   
|Selling, general and administrative expenses                    |  | 28.3                 |   |  | 28.3        |   
|                                                                |  |                      |   |  |             |   
|Operating income (loss)                                         |  | 0.6                  |   |  | (1.3        | ) 
|Interest income, net                                            |  | 0.1                  |   |  | 0.2         |   
|                                                                |  |                      |   |  |             |   
|Income (loss) from continuing operations before income taxes    |  | 0.7                  |   |  | (1.1        | ) 
|Income tax expense (benefit)                                    |  | 0.4                  |   |  | (0.2        | ) 
|                                                                |  |                      |   |  |             |   
|Income (loss) from continuing operations                        |  | 0.3                  |   |  | (0.9        | ) 
|Income (loss) from discontinued operations, net of income taxes |  |                     |   |  | (0.4        | ) 
|                                                                |  |                      |   |  |             |   
|Net income (loss)                                               |  | 0.3                  | % |  | (1.3        | )%
|                                                                |  |                      |   |  |             |   



12



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THIRTEEN WEEKS ENDED MAY 31, 2008 COMPARED TO THIRTEEN WEEKS ENDED JUNE 2, 2007

Consolidated net sales increased 0.8% to $287.9 million for the thirteen weeks ended May 31, 2008 from $285.8 million for the thirteen weeks ended
June 2, 2007. The increase was attributable to a comparable store net sales increase of 1.2% for the thirteen weeks ended May 31, 2008, a $3.6 million increase from 20 new stores opened subsequent to June 2, 2007, a $1.0 million
increase in net sales from existing stores that were open only part of the thirteen weeks ended June 2, 2007, offset partially by reduced sales of $5.6 million from 14 closed stores along with down time and reduced square footage related to
remodeled/relocated stores. The 1.2% increase in comparable store net sales was attributable to a 1.6% increase for Finish Line stores offset partially by a 7.1% decrease for Man Alive stores. Comparable footwear net sales for the thirteen weeks
ended May 31, 2008 increased 2.4% while comparable softgoods net sales decreased 4.2% for the comparable period. The 2.4% increase in comparable footwear net sales is primarily due to a 4.8% increase in average selling price for footwear at
Finish Line stores. The 4.2% decrease in comparable softgoods net sales was driven by managements plan to reduce softgoods inventory levels and focus on increasing inventory turns and gross profit in softgoods, which the Company achieved
during the thirteen weeks ended May 31, 2008 as gross profit dollars from softgoods were higher than the thirteen weeks ended June 2, 2007 and softgoods inventory at May 31, 2008 were down 13% per square foot compared to
June 2, 2007.

Gross profit for the thirteen weeks ended May 31, 2008 was $83.1 million, an increase of $6.0 million
(7.8%) from $77.1 million for the thirteen weeks ended June 2, 2007. During this same period, gross profit increased to 28.9% of net sales versus 27.0% for the prior year. The 1.9% increase as a percentage of net sales was due to a 2.0%
increase in margin for product sold partially offset by a 0.1% increase in occupancy costs as a percentage of net sales. The 2.0% increase in product margin is primarily a result of being less promotional as the Companys aged inventory,
inventory mix and inventory turns continue to improve as we focus on premium product.

Selling, general and administrative expenses were
$81.4 million (28.3% of net sales) for the thirteen weeks ended May 31, 2008 compared to $80.8 million (28.3% of net sales) for the thirteen weeks ended June 2, 2007.

Net interest income was $0.3 million (0.1% of net sales) for the thirteen-week period ended May 31, 2008 compared to $0.5 million (0.2% of net
sales) for the thirteen weeks ended June 2, 2007. The decrease of $0.2 million was due primarily to lower earned interest rates on invested balances during the thirteen weeks ended May 31, 2008 compared to the thirteen weeks ended
June 2, 2007.

The Companys income tax expense was $1.1 million for the thirteen weeks ended May 31, 2008 compared to an
income tax benefit of $0.7 million for the thirteen weeks ended June 2, 2007. The $1.8 million change was due to income from continuing operations before income taxes of $2.0 million for the thirteen weeks ended May 31, 2008 compared to
loss from continuing operations before income taxes of $3.3 million for the thirteen weeks ended June 2, 2007. This was offset partially by a decrease in the state tax expense recorded in the thirteen weeks ended May 31, 2008 compared to
the thirteen weeks ended June 2, 2007 related to income tax contingencies pursuant to Financial Accounting Standards Board Interpretation No. 48, Accounting for Income Taxes and certain state tax rate changes. The Company
expects its effective tax rate to approximate 39.0% for the remaining quarters of fiscal 2009.

Income from continuing operations for the
thirteen weeks ended May 31, 2008 was $0.9 million compared to a loss from continuing operations of $2.6 million for the thirteen weeks ended June 2, 2007. Income from continuing operations per diluted share was $0.02 for the thirteen
weeks ended May 31, 2008 compared to a loss from continuing operations per diluted share of $(0.05) for the thirteen weeks ended June 2, 2007. Diluted weighted average shares outstanding were 53.9 million and 47.1 million for the
thirteen weeks ended May 31, 2008 and June 2, 2007, respectively. Diluted shares outstanding for the thirteen weeks ended May 31, 2008 include the impact of the 6.5 million shares issued to Genesco related to the Settlement
Agreement (see Note 2 to the Consolidated Financial Statements).



13



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Liquidity and Capital Resources

The Company used net cash of $28.4 million in its operating activities during the thirteen weeks ended May 31, 2008 as compared to $17.5 million used during the thirteen weeks ended June 2, 2007. Included in
the $28.4 million was $39.0 million paid for the cash portion of the Settlement Agreement (see Note 2 to the Consolidated Financial Statements).

Consolidated merchandise inventories were $281.2 million at May 31, 2008 compared to $268.3 million at March 1, 2008 and $308.1 at June 2, 2007. On a comparable per square foot basis, consolidated merchandise inventories
decreased 7.7% at May 31, 2008 compared to June 2, 2007 (Finish Line decreased 6.9%), and were 5.0% higher than at March 1, 2008.

The Companys working capital was $239.4 million at May 31, 2008, which was a $4.7 million increase from $234.7 million at March 1, 2008.

The Company used net cash in its investing activities of $4.6 million for the thirteen weeks ended May 31, 2008 compared to net cash used in investing activities of $11.9 million for the thirteen weeks ended
June 2, 2007. The $4.6 million used in the thirteen weeks ended May 31, 2008 was primarily used for constructing new stores and remodeling existing stores.

At May 31, 2008, the Company had cash and cash equivalents of $40.0 million, no marketable securities and no interest bearing debt. Cash equivalents are primarily invested in U.S. treasury instruments with daily
liquidity.

For the year ending February 28, 2009, the Company currently plans to open approximately 8 to 11 Finish Line stores (4
opened during the thirteen weeks ended May 31, 2008), as well as remodel approximately 14 to 17 existing Finish Line stores (8 remodeled during the thirteen weeks ended May 31, 2008). In addition, the Company has various other corporate
capital and technology projects. The Company expects capital expenditures for the current fiscal year to approximate $19.0 to $23.0 million. Management believes that cash on hand, operating cash flow and the Companys existing $75.0 million
bank facility, which expires on February 25, 2010, will provide sufficient capital to complete the Companys current store expansion program and to satisfy the Companys working capital requirements in the foreseeable future.

Pursuant to the Settlement Agreement entered into with UBS and Genesco (see Note 2 to the Consolidated Financial Statements), the Company
issued 6,518,971 shares of the Companys Class A Common Stock (the Shares) to Genesco on March 7, 2008. The Company filed a registration statement relating to the Shares with the Securities and Exchange Commission on
April 4, 2008, which was declared effective on April 28, 2008. Genesco distributed the Shares to Genesco shareholders on June 13, 2008.

On July 22, 2004, the Companys Board of Directors instituted a quarterly cash dividend program of $0.025 per share of Class A and Class B Common Stock. The Company decided to suspend future quarterly
dividends beginning with the thirteen weeks ended September 1, 2007 until further notice. Further declarations of dividends, if any, remain at the discretion of the Companys Board of Directors.



14



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Contractual Obligations

The Companys contractual obligations primarily consist of long-term debt, operating leases, and purchase orders for merchandise inventory. There have been no significant changes to the Companys contractual
obligations identified in the Companys Annual Report on Form 10-K for the fiscal year ended March 1, 2008, other than the payment on March 7, 2008 of $39.0 million pursuant to the Settlement Agreement to Genesco and those which occur
in the normal course of business (primarily changes in the Companys merchandise inventory related to purchase obligations, which fluctuate throughout the year as a result of the seasonal nature of the Companys operations, and additional
operating leases entered into due to store openings).

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to adopt accounting policies
related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure
of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to inventories, longlived assets and
contingencies. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to the critical accounting policies and estimates disclosed in the Companys Annual Report on Form 10-K for the
fiscal year ended March 1, 2008.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

For a discussion of the Companys market risk associated with interest rates as of March 1, 2008 see Quantitative and Qualitative Disclosures about Market Risk in Item 7A of Part II of the Companys Annual
Report on Form 10-K for the fiscal year ended March 1, 2008. For the thirteen weeks ended May 31, 2008, there has been no significant change in related market risk factors.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and
Procedures. With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this report. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end
of such period, our disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities Exchange Commissions rules and forms and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the Companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



15



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PART II - OTHER INFORMATION



|ITEM 1: | LEGAL PROCEEDINGS
|------- | -----------------

The Company is subject from time
to time, to certain legal proceedings and claims in the ordinary course of conducting its business. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the Companys legal
proceedings are not expected to have a material adverse effect on the Companys financial position or results of operations.



|ITEM 1A: | RISK FACTORS
|-------- | ------------

Risk factors that affect the
Companys business and financial results are discussed in Item 1A: Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended March 1, 2008. There has been no significant change to identified risk
factors for the thirteen weeks ended May 31, 2008.



|ITEM 2: | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3: | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4: | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5: | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6: | EXHIBITS
|------- | --------



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                                                                                                                                                                                                              
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment effective as of May 30, 2008, to the Credit Agreement, dated as of February 25, 2005, among The Finish Line, Inc., The Finish Line Distribution, Inc., The Finish Line USA,
Inc. and Finish Line Transportation Co., Inc. as borrowers, certain lenders and National City Bank of Indiana, as Agent
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as amended                                                                                                                                                                                                   
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a14(a) and 15d-14(a), as amended                                                                                                                                                                                                   
|     | 
|32   |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                       



16



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                    |  |  |  |                                                                                          
|------------------- |  |  |  | -----------------------------------------------------------------------------------------
|                    |  |  |  | THE FINISH LINE, INC.                                                                    
|                    |  | 
|Date: June 26, 2008 |  |  |  | By: /s/ Kevin S. Wampler                                                                 
|                    |  |  |  | Kevin S. Wampler Executive Vice
President-Chief Financial Officer and Assistant Secretary



17



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Exhibit Index



|               |  |                                                                                                                                                                                                                                                                                                              
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                  
|               | 
|10.1           |  | Amendment effective as of May 30, 2008, to the Credit Agreement, dated as of February 25, 2005, among The Finish Line, Inc., The Finish Line Distribution, Inc., The Finish Line USA, Inc. and
Finish Line Transportation Co., Inc. as borrowers, certain lenders and National City Bank of Indiana, as Agent
|               | 
|31.1           |  | Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d- 14(a), as amended                                                                                                                                                                                                  
|               | 
|31.2           |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d- 14(a), as amended                                                                                                                                                                                                  
|               | 
|32             |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                       



18