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

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 *
Schultze Asset Management, LLC
2. Issuer Name and Ticker or Trading Symbol
FOOTSTAR INC [FTAR.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

3000 WESTCHESTER AVENUE, 
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2009
(Street)

PURCHASE, NY 10577
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

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

04/28/2009 A 20,800A $2.92,200,298I

See footnotes (1) (2) (3)



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 Securities Underlying Derivative Security (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



Reporting Owners
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther

Schultze Asset Management, LLC
3000 WESTCHESTER AVENUE
PURCHASE, NY 10577

  X  

Schultze George J
C/O SCHULTZE ASSET MANAGEMENT, LLC
3000 WESTCHESTER AVENUE
PURCHASE, NY 10577

  X  

Explanation of Responses:

The reporting persons disclaim beneficial ownership of these shares except to the extent of the reporting persons' pecuniary interest in the shares.

Arrow Distressed Securities Fund, Schultze Master Fund, Ltd. and Schultze Apex Master Fund, Ltd. directly beneficially own these shares; Schultze Asset Management, LLC indirectly beneficially owns the shares directly held by Schultze Master Fund, Ltd. by its ownership of a percentage of Schultze Partners, LP and in its role as General Partner of Schultze Partners, LP; Schultze Asset Management, LLC indirectly beneficially owns the shares directly held by Schultze Apex Master Fund, Ltd. as a result of its investment in Schultze Apex Master Fund, Ltd. and its role as General Partner of Schultze Apex Master Fund, Ltd; Schultze Asset Management, LLC indirectly beneficially owns the shares directly held by Arrow Distressed Securities Fund, its managed account, as a result of its performance related fees. George J. Schultze controls Schultze Asset Management, LLC.

The total amount of securities beneficially owned includes shares indirectly beneficially owned by Schultze Asset Management, LLC, including those shares directly beneficially owned by Arrow Distressed Securities Fund, Schultze Master Fund, Ltd. and Schultze Apex Master Fund, Ltd.



Signatures

George J. Schultze, Managing Member, on behalf of, Schultze Asset Management, LLC

04/30/2009

George J. Schultze

04/30/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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