SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PROFFITT RANDALL S

(Last)

(First)

(Middle)

C/O FOOTSTAR, INC.

933 MACARTHUR BLVD

(Street)

MAHWAH

07430

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2006

3. Issuer Name and Ticker or Trading Symbol
FOOTSTAR INC [ FTSTQ.PK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Store Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,280	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	10/24/2006	Common Stock	2,000	$21.12	D
Stock Option (Right to Buy)	⁽¹⁾	03/10/2008	Common Stock	3,000	$31.75	D
Stock Option (Right to Buy)	⁽¹⁾	03/02/2009	Common Stock	5,100	$25.16	D
Stock Option (Right to Buy)	⁽¹⁾	03/10/2010	Common Stock	7,200	$21.75	D
Stock Option (Right to Buy)	⁽²⁾	02/26/2011	Common Stock	8,000	$46.18	D
Stock Option (Right to Buy)	⁽³⁾	02/27/2012	Common Stock	8,000	$26.1	D
Deferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	896	$0	D
Deferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	5,208	$0	D
Deferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	648	$0	D
Deferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	240	$0	D
Deferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	326	$0	D
Deferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	446	$0	D
Deferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	836	$0	D

Explanation of Responses:

1. Options are fully vested.

2. Options granted on February 26, 2001, 6,400 of which are currently exercisable. The remaining 1,600 will vest on February 26, 2006.

3. Options granted on February 27, 2002, 4,800 of which are currently exercisable. Of the remaining 3,200 options, one-half will vest on February 27, 2006, and the remaining one-half will vest on February 27, 2007.

4. Deferred stock units, granted on February 26, 2001, all of which are vested except for one-third which will vest five years after the grant date or be forfeited if employee voluntarily resigns or is terminated for cause during the five years after the grant date.

5. Deferred stock units, granted on March 26, 2003, all of which are vested except for one-third which will vest five years after the grant date or be forfeited if employee voluntarily resigns or is terminated for cause during the five years after the grant date.

6. Deferred stock units, granted on February 24, 1998, which will become vested upon the employee's termination of employment other than for cause.

7. Deferred stock units, granted on March 2, 1999, which will become vested upon the employee's termination of employment other than for cause.

8. Deferred stock units, granted on March 1, 2000, which will become vested upon the employee's termination of employment other than for cause.

9. Deferred stock units, granted on February 26, 2001, one-half of which will vest five years after the grant date. The entire grant will fully vest upon the employee's termination of employment other than for cause.

10. Deferred stock units, granted on February 27, 2002, one-half of which will vest five years after the grant date. The entire grant will fully vest upon the employee's termination of employment other than for cause.

	/s/ Randall Proffitt	02/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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