Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.       )


Filed by the Registrant S





Filed by a Party other than the Registrant £












Check the appropriate box:












Preliminary Proxy Statement




Confidential, for Use of the Commission Only



Definitive Proxy Statement




(as permitted by Rule 14a-6(e)(2))



Definitive Additional Materials







Soliciting Material Pursuant to § 240.14a-12











Foot Locker, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)




Payment of filing fee (Check the appropriate box):




No fee required.




Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.










Title of each class of securities to which transaction applies:










Aggregate number of securities to which transaction applies:










Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):










Proposed maximum aggregate value of transaction:










Total fee paid:







  Fee paid previously with preliminary materials.







  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.









  Amount previously paid:









  Form, schedule or registration statement no.:








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  Date filed:


*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 19, 2010

















Meeting Information






                 FOOT LOCKER, INC.


  Meeting Type: Annual Meeting




  For holders as of: March 22, 2010








  Date: May 19, 2010                    Time: 9:00 AM EST









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




























You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.








See the reverse side of this notice to obtain proxy materials and voting instructions.


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 Before You Vote 










How to Access the Proxy Materials




















Proxy Materials Available to VIEW or RECEIVE:




1. Annual Report/10-K          2. Notice & Proxy Statement








How to View Online:




Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.








How to Request and Receive a PAPER or E-MAIL Copy:




If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:





































If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.








Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 05, 2010 to facilitate timely delivery.

























 How To Vote 










Please Choose One of the Following Voting Methods
















Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.








Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions.








Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.










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Voting items


The Board of Directors recommends that you vote FOR the following:








Election of Directors











Ken C. Hicks


James E. Preston


Dona D. Young



The Board of Directors recommends you vote FOR the following proposal(s):




Ratification of Appointment of Independent Registered Public Accounting Firm




Approval of the Foot Locker 2007 Stock Incentive Plan, as Amended and Restated


NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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Voting Instructions