SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   Form 8-A


               For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or (g) of the
                        Securities Exchange Act of 1934



                                 CONVERSE INC.
            (Exact name of registrant as specified in its charter)


 
                 Delaware                             43-1419731
(State of incorporation or organization)  (I.R.S. Employer Identification No.)
 
 
          One Fordham Road
          North Reading, MA                                       01864
(Address of principal executive offices)                        (Zip Code)


 
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]

       Securities to be registered pursuant to Section 12(b) of the Act:


            Title of each class          Name of each exchange on which
            to be so registered           each class is to be registered
     _____% Convertible Subordinated      New York Stock Exchange
             Notes due 2004


       Securities to be registered pursuant to Section 12(g) of the Act:

                                      None

 
     Item 1.    Description of Registrant's Securities to be Registered
                -------------------------------------------------------

               The material set forth in the section captioned "Description of
     Notes" in the Registrant's Prospectus to be filed pursuant to Rule 424(b)
     under the Securities Act of 1933, as amended, which Prospectus will form a
     part of the Registrant's Registration Statement on Form S-3 (Registration
     No. 333-23791), initially filed with the Securities and Exchange Commission
     on March 24, 1997, and amended by Amendment No. 1, filed with the
     Securities and Exchange Commission on May 5, 1997, is incorporated herein
     by reference.

     Item 2.    Exhibits
                --------

     The following exhibits to this Registration Statement on Form 8-A are
     incorporated by reference to the documents specified which have been or
     will be filed  with the Commission:

               3.1  Restated Certificate of Incorporation of the
                    Registrant/1/

               3.2  By-laws of the Registrant./1/

               4.1  Indenture between the Registrant and First Union National
                    Bank, as trustee, relating to the Convertible Subordinated
                    Notes due 2004./2/

               4.2  Form of  Convertible Subordinated Note due 2004./2/


- -------------------------

/1/  Incorporated by reference to the Exhibit of the same number contained in
     the Registrant's Registration Statement on Form 10/A Amendment No. 2, filed
     with the Securities and Exchange Commission on  November 23, 1994.

/2/  Incorporated by reference to the Exhibit of the same number contained in
     the Registrant's Registration Statement on Form S-3 (No. 333-23791) and
     amended on May 5, 1997.

 
 

 
                                   SIGNATURE


               Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                  CONVERSE INC.


                                  By:  /s/ Jack A. Green
                                      --------------------------------------
                                      Jack A. Green
                                      Senior Vice President and General Counsel
 

     Date: May 14, 1997