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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2008

Foot Locker, Inc.
(Exact Name of Registrant as Specified in its Charter)

New York  1-10299  13-3513936 
(State or other Jurisdiction  (Commission File Number)  (I.R.S. Employer 
of Incorporation)    Identification No.) 

112 West 34th Street, New York, New York  10120 
(Address of Principal Executive Offices)  (Zip Code) 

Registrant’s telephone number, including area code: 212-720-3700

Former Name/Address
(Former name or former address, if changed from last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02.       Results of Operation and Financial Condition

     On August 21, 2008, Foot Locker, Inc. (the “Company”) issued a press release announcing its operating results for the second quarter of 2008. The press release includes a non-GAAP financial measure of year-to-date net income before the non-cash impairment charge and store closing expenses, which the Company believes is a useful measure to investors because it allows for a more direct comparison of the Company’s performance for the year to date with the Company’s performance in the prior-year period. A reconciliation schedule to GAAP is provided in the release.

     A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits

(c)       Exhibits

  99.1 Press Release of Foot Locker, Inc. dated August 21, 2008 reporting operating results for the second quarter of 2008.




     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 hereunto duly authorized.

Date: August 21, 2008  By: /s/ Robert W. McHugh 
    Senior Vice President and 
    Chief Financial Officer