Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCHUGH ROBERT W
  2. Issuer Name and Ticker or Trading Symbol
FOOT LOCKER INC [FL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Operations Support
(Last)
(First)
(Middle)
FOOT LOCKER, INC., 112 WEST 34TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2014
(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 03/26/2014   A(1)   15,403 A $ 0 15,403 D  
Common Stock 03/26/2014   A(2)   20,000 A $ 0 188,091 D  
Common Stock 03/28/2014   G   1,700 D $ 0 186,391 D  
Common Stock               3,487.283 I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 45.08 03/26/2014   A   34,000   03/26/2015(3) 03/26/2024 Common Stock 34,000 $ 0 34,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCHUGH ROBERT W
FOOT LOCKER, INC.
112 WEST 34TH STREET
NEW YORK,, NY 10120
      EVP - Operations Support  

Signatures

 Sheilagh M. Clarke, Attorney-in-Fact for Robert W. McHugh   03/28/2014
**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) Represents performance-based restricted stock units earned for the 2012-2013 long-term incentive period, as the performance conditions for this performance period were met and certified as of March 26, 2014. The restricted stock units will vest on March 21, 2015 and are payable solely in shares of the Company's common stock.
(2) Restricted stock award under the Foot Locker 2007 Stock Incentive Plan, which will vest on March 26, 2017, subject to the reporting person's continued employment by the Company through the vesting date.
(3) Option becomes exercisable in three equal annual installments, beginning March 26, 2015, which is the first anniversary of the date of grant.

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