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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*
Cipriano Giovanna
(Last) (First) (Middle)
FOOT LOCKER, INC.
112 WEST 34TH STREET
(Street)
NEW YORK NY 10120
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2005 		3. Issuer Name and Ticker or Trading Symbol
FOOT LOCKER INC [ FL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Chief Accounting Officer
 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 2,804 D
Common Stock 892.082 I 401(k) Plan
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) 04/08/1999(1) 04/08/2008 Common Stock 1,000 25.2813 D
Employee stock option (right to buy) 03/19/2000(2) 03/19/2009 Common Stock 1,000(3) 6.3125 D
Employee stock option (right to buy) 04/12/2001(4) 04/12/2010 Common Stock 5,000 11.3125 D
Employee stock option (right to buy) 04/11/2002(5) 04/11/2011 Common Stock 5,000 12.985 D
Employee stock option (right to buy) 04/18/2003(6) 04/18/2012 Common Stock 5,000 16.02 D
Employee stock option (right to buy) 04/16/2004(7) 04/16/2013 Common Stock 5,000 10.245 D
Employee stock option (right to buy) 04/01/2005(8) 04/01/2014 Common Stock 4,000 25.385 D
Employee stock option (right to buy) 03/23/2006(9) 03/23/2015 Common Stock 6,000 28.155 D
Explanation of Responses:
1. Option granted on April 8, 1998 and became exercisable in three equal annual installments, beginning April 8, 1999.
2. Option granted on March 19, 1999 and became exercisable in three equal annual installments, beginning March 19, 2000.
3. Option granted on March 19, 1999 was for a total of 3,000 shares; a total of 2,000 shares from this option grant were previously exercised.
4. Option granted on April 12, 2000 and became exercisable in three equal annual installments, beginning April 12, 2001.
5. Option granted on April 11, 2001 and became exercisable in three equal annual installments, beginning April 11, 2002.
6. Option granted on April 18, 2002 and became exercisable in three equal annual installments, beginning April 18, 2003.
7. Option granted on April 16, 2003 and becomes exercisable in three equal annual installments, beginning April 16, 2004.
8. Option granted on April 1, 2004 and becomes exercisable in three equal annual installments, beginning April 1, 2005.
9. Option granted on March 23, 2005 and becomes exercisable in three equal annual installments, beginning March 23, 2006.
Remarks:
Sheilagh M. Clarke, Attorney-in-Fact for Giovanna Cipriano 11/23/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY



 KNOW ALL MEN BY THESE PRESENTS, that, effective as of November 21, 2005, the undersigned hereby constitutes and appoints each of Gary M. Bahler and Sheilagh M. Clarke, signing singly, the undersigned's true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or executive officer of Foot Locker, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



 (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and the New York Stock Exchange or similar authority; and



 (3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of November 2005.



       /s/ Giovanna Cipriano

       Giovanna Cipriano