8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

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


Date of Report (Date of earliest event reported) March 19, 1999
                                                 ______________



                              Just For Feet, Inc.
________________________________________________________________________________
            (Exact name of registrant as specified in its charter)


Delaware                              0-23570                       63-0734234
_______________________________________________________________________________
(State or other jurisdiction    (Commission File Number)         (IRS Employer
of incorporation)                                            Identification No.)



7400 Cahaba Valley Road, Birmingham, Alabama                        35242
________________________________________________________________________________
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code          (205) 408-3000
                                                   _____________________________

                                      N/A
________________________________________________________________________________
         (Former name or former address, if changed since last report)

 
Item 5.  Other Events.
- ------   ------------ 

     On March 19, 1999, the Registrant issued a press release announcing its
intention to make a private offering of $200.0 million of Senior Subordinated
Notes due 2009 to qualified institutional buyers and non-U.S. persons.  A copy
of the press release is filed herewith as Exhibit 99.1.

 
Item 7.   Financial Statements and Exhibits.
- ------    --------------------------------- 

     (a)  Financial Statements:  None
     (b)  Pro Forma Financial Statements:  None
     (c)  Exhibits.  The following exhibits are filed with this Report:

          99.1 - Press Release of the Registrant (March 19, 1999)



                                      -2-



 
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                   JUST FOR FEET, INC.



                                   By: /s/ Eric L. Tyra
                                       -----------------------------------------
                                       Name:  Eric L. Tyra
                                       Title: Executive Vice President and Chief
                                              Financial Officer

Dated: March 31, 1999

EX-99.1

 
                                                                    Exhibit 99.1

Just for Feet, Inc. Announces Private Debt Offering


BIRMINGHAM, ALABAMA, MARCH 19, 1999 -- JUST FOR FEET, INC. (Nasdaq: FEET)
announced today that it intends to commence a private offering of approximately
$200 million of senior subordinated notes due 2009.

The notes will be guaranteed by certain of its subsidiaries.  The net proceeds
from the sale of the notes will be used to repay an $80 million term loan and a
portion of the borrowings outstanding under a revolving line of credit, and to
pay transaction expenses.  The term loan was incurred in February 1999 to repay
a portion of the amount outstanding under the revolving line of credit.  As of
March 15, 1999, the Company had $162.3 million outstanding under the revolving
line of credit, which permits the Company to borrow up to $200 million.

JUST FOR FEET, INC. operates both large format superstores and smaller specialty
stores which specialize in brand-name athletic and outdoor footwear and apparel.
There are presently 125 company and 12 franchised Just For Feet superstores in
28 states and Puerto Rico and 159 Company-owned and 42 franchised specialty
stores in 22 states and Puerto Rico.

Certain statements contained in this press release are "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995, such as statements relating to future business development activities, and
are thus prospective.  Such forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements.  Potential risks and uncertainties include, but are not limited to,
economic conditions, competition and other uncertainties detailed from time to
time in the Company's Securities and Exchange Commission filings.


                  For additional information, please contact:

      Harold Ruttenberg, Chairman, President and Chief Executive Officer

                     Eric L. Tyra, Chief Financial Officer

                                 205-408-3000