FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * HICKS KEN C   2. Issuer Name and Ticker or Trading Symbol FOOT LOCKER INC [FL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O FOOT LOCKER, INC., 112 WEST 34TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/25/2009 (Street) NEW YORK, NY 10120 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/25/2009   A(1)   100,000 A $ 0 100,000 D   Common Stock 08/25/2009   A(2)   400,000 A $ 0 500,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee stock option (right to buy)

$ 10.1

08/25/2009

A

300,000

08/25/2010(3)

08/25/2019

Common Stock

300,000

$ 0

300,000

D

Employee stock option (right to buy)

$ 10.1

08/25/2009

A

300,000

02/25/2010(4)

08/25/2019

Common Stock

300,000

$ 0

300,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HICKS KEN C C/O FOOT LOCKER, INC. 112 WEST 34TH STREET NEW YORK, NY 10120	X		President and CEO

Signatures

Sheilagh M. Clarke, Attorney-in-Fact for Ken C. Hicks		08/26/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Restricted stock award under the Foot Locker 2007 Stock Incentive Plan, which shall become vested on January 31, 2013, subject to the reporting person's continued employment as CEO of Foot Locker, Inc. through such date.
(2)	Restricted stock award under the Foot Locker 2007 Stock Incentive Plan, which shall become vested as follows, subject to the reporting person's continued employment as CEO of Foot Locker, Inc. through such vesting dates: 100,000 shares on January 31, 2011; 100,000 shares on January 31, 2012; and 200,000 shares on January 31, 2013.
(3)	Option to become exercisable in three equal annual installments, beginning August 25, 2010, which is the first anniversary of the date of grant.
(4)	150,000 shares of such option to become exercisable on February 25, 2010 and the balance of 150,000 shares to become exercisable on August 25, 2010.

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