SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K


                                 CURRENT REPORT


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

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

          Date of Report (Date of earliest event reported): May 6, 2004
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                                FOOT LOCKER, INC.
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             (Exact name of registrant as specified in its charter)




                                                                 
          New York                       No. 1-10299                   13-3513936
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(State or other jurisdiction             (Commission                  (IRS Employer
of incorporation)                        File Number)              Identification No.)


112 West 34th Street, New York, New York                               10120
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(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number, including area code: (212) 720-3700
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Item 7.    Financial Statements and Exhibits.

           (c)   Exhibits

           99.1  Press Release of Foot Locker, Inc. dated May 6, 2004 reporting
                 sales results for the first quarter of 2004.


Item 12.   Results of Operations and Financial Condition

           On May 6, 2004, Foot Locker, Inc. issued a press release
           announcing its sales results for the first quarter of 2004. A
           copy of the press release is attached as Exhibit 99.1, which,
           in its entirety, is incorporated herein by reference.




                                    SIGNATURE


         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 being hereunto duly authorized.


                                              FOOT LOCKER, INC.
                                              --------------------------------
                                                  (Registrant)


Date:  May 6, 2004                           By: /s/ Bruce L. Hartman
                                                --------------------------------
                                                Bruce L. Hartman
                                                Executive Vice President and
                                                Chief Financial Officer











                                       2







                                                                    EXHIBIT 99.1

                                FOOT LOCKER, INC.

                             N E W S   R E L E A S E

                                             CONTACT:  Peter D. Brown
                                                       Vice President, Investor
                                                       Relations and Treasurer
                                                       Foot Locker, Inc.
                                                       (212) 720-4254

                  FOOT LOCKER, INC. REPORTS FIRST QUARTER SALES

                  o   First Quarter Total Sales Increased 5.1 Percent

                  o   First Quarter Comparable Store Sales Increased 0.3 Percent

                  o   First Quarter Earnings Per Share Expected to Increase
                      10-to-20 percent, in Line with the Company's Previous
                      Guidance

NEW YORK, NY, May 6, 2004 - Foot Locker, Inc. (NYSE: FL), the New York-based
specialty athletic retailer, today reported sales for the 13-week period ended
May 1, 2004 of $1,186 million, versus $1,128 million in the comparable period
last year, an increase of 5.1 percent. Comparable store sales for the Company's
2004 first quarter increased 0.3 percent. Excluding the effect of foreign
currency fluctuations, total sales for the 13-week period increased 2.0 percent.

"Our first quarter comparable-store sales results reflected a low-single digit
increase in our U.S. business, with the most significant growth generated by our
Foot Locker store division," stated Matthew D. Serra, Foot Locker, Inc.'s
Chairman and Chief Executive Officer. "Sales in our international business
declined low-single digits, partially as a result of weakening economic
conditions and reduced tourism in certain European countries due to uncertain
geo-political concerns. Our global expansion strategy, however, remains on track
with 60 new stores planned in international markets during 2004. In line with
our previously stated range, we currently expect our 2004 first quarter earnings
per share to increase 10-to-20 percent."

Foot Locker, Inc. plans to report its first quarter 2004 results on Wednesday,
May 19, 2004. A conference call is scheduled on May 20, 2004 for 10:00 a.m. ET
to discuss these results and provide guidance with regard to its earnings
outlook for 2004. This conference call may be accessed live from the Investor
Relations section of the Foot Locker, Inc. website at
http://www.footlocker-inc.com. Please log-on to the website at least 15 minutes
prior to the call in order to download any necessary software. The webcast
conference call will be available for replay until 5:00 p.m., Monday, May 24,
2004. News releases are also available on the Internet at
http://www.prnewswire.com or on Foot Locker Inc.'s website at
http://www.footlocker-inc.com.

Foot Locker, Inc. is a specialty athletic retailer that operates approximately
3,600 athletic retail stores in 16 countries in North America, Europe and
Australia. Through its Foot Locker, Lady Foot Locker, Kids Foot Locker and
Champs Sports retail stores, as well as its direct-to-customer channel
Footlocker.com/Eastbay, the Company is the leading provider of athletic footwear
and apparel.

                 Disclosure Regarding Forward-Looking Statements

This press release contains forward-looking statements, which reflect
management's current views of future events and financial performance. These
forward-looking statements are based on many assumptions and factors detailed in
the Company's filings with the Securities and Exchange Commission, including the
effects of currency fluctuations, customer demand, fashion trends, competitive
market forces, uncertainties related to the effect of competitive products and
pricing, customer acceptance of the Company's merchandise mix and retail
locations, the Company's reliance on a few key vendors for a majority of its
merchandise purchases (including a significant portion from one key vendor),
unseasonable weather, risks associated with foreign global sourcing, including
political instability, changes in import regulations, disruptions to
transportation services and distribution, and the presence of severe acute
respiratory syndrome, economic conditions worldwide, any changes in business,
political and economic conditions due to the threat of future terrorist
activities in the United States or in other parts of the world and related U.S.
military action overseas, the ability of the Company to execute its business
plans effectively with regard to each of its business units, including its plans
for the marquee and launch footwear component of its business, and its plans for
the integration of the Footaction stores. Any changes in such assumptions or
factors could produce significantly different results. The Company undertakes no
obligation to update forward-looking statements, whether as a result of new
information, future events, or otherwise.


           Foot Locker, Inc. 112 West 34th Street, New York, NY 10120