--------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Footstar, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
334912100
--------------------------------------------------------------------------------
(CUSIP Number)
April 22, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 334912100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Triage Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,849,859
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,695,567
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,859
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.12%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
CUSIP No. 334912100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leonid Frenkel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,849,859
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,695,567
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,859
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.12%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
CUSIP No. 334912100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Triage Offshore Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,245,276
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,245,276
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,276
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.14%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
This Form 13G Amendment #1 is being filed to correct an error in the number of
Common Shares over which the Reporting Persons have dispositive authority.
CUSIP No. 334912100
---------------------
Item 1(a). Name of Issuer:
Footstar, Inc.
----------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices:
One Crosfield Avenue
West Nyack, New York 10994
----------------------------------------------------------------
Item 2(a). Names of Persons Filing:
Triage Management LLC; Leonid Frenkel; Triage Offshore Fund, Ltd.
-----------------------------------------------------------------
(b). Address of Principal Business Office, or if None, Residence:
Triage Management LLC
401 City Avenue
Suite 526
Bala Cynwyd, PA 19004
Leonid Frenkel
c/o Triage Management LLC
401 City Avenue
Suite 526
Bala Cynwyd, PA 19004
Triage Offshore Fund, Ltd.
c/o International Fund Administration, Ltd.
48 Par-la-Ville Road, Suite 464
Hamilton, HM11 Bermuda
-----------------------------------------------------------------
(c). Citizenship:
Triage Management LLC - Delaware
Leonid Frenkel - United States of America
Triage Offshore Fund, Ltd. - Cayman Islands
-----------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock, par value $.01 (the "Common Stock")
-----------------------------------------------------------------
(e). CUSIP Number:
334912100
-----------------------------------------------------------------
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b),
or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act (15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)
(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Triage Management LLC - 1,849,859
Leonid Frenkel - 1,849,859
Triage Offshore Fund, Ltd. - 1,245,276
----------------------------------------------------------------------
(b) Percent of class:
Triage Management LLC - 9.12%
Leonid Frenkel - 9.12%
Triage Offshore Fund, Ltd. - 6.12%
----------------------------------------------------------------------
(c) Number of shares as to which the person has:
Triage Management LLC
---------------------
(i) Sole power to vote or to direct the vote 0
---------------------,
(ii) Shared power to vote or to direct the vote 1,849,859
---------------------,
(iii) Sole power to dispose or to direct the 0
disposition of ---------------------,
(iv) Shared power to dispose or to direct the 1,695,567
disposition of ---------------------
Leonid Frenkel
--------------
(i) Sole power to vote or to direct the vote 0
---------------------,
(ii) Shared power to vote or to direct the vote 1,849,859
---------------------,
(iii) Sole power to dispose or to direct the 0
disposition of ---------------------,
(iv) Shared power to dispose or to direct the 1,695,567
disposition of ---------------------
Triage Offshore Fund, Ltd.
--------------------------
(i) Sole power to vote or to direct the vote 0
---------------------,
(ii) Shared power to vote or to direct the vote 1,245,276
---------------------,
(iii) Sole power to dispose or to direct the 0
disposition of ---------------------,
(iv) Shared power to dispose or to direct the 1,245,276
disposition of ---------------------
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Not applicable.
-----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Leonid Frenkel is the managing member of Triage Management
LLC, a Delaware limited liability company that serves as
the general partner, investment manager and/or investment
adviser to, and exercises investment discretion over the
accounts of, a number of investment vehicles. With the
exception of Triage Offshore Fund, Ltd., none of those
investment vehicles has beneficial ownership of 5% or more
of the class of Common Stock.
-----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not applicable.
-----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not applicable.
-----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not applicable.
----------------------------------------------------------------------
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 29, 2004
Triage Management LLC*
By: /s/ Leonid Frenkel
---------------------------
Leonid Frenkel
Managing Member
/s/ Leonid Frenkel*
---------------------------
Leonid Frenkel
Triage Offshore Fund, Ltd.*
By: Triage Management LLC
By: /s/ Leonid Frenkel
---------------------------
Leonid Frenkel
Managing Member
* The Reporting Persons disclaim beneficial ownership in the Common Stock,
except to the extent of his or its pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement, provided, however, that a power of attorney, for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated June 29, 2004 relating to
the Common Stock par value $0.01 per share of Footstar, Inc., shall be filed on
behalf of the undersigned.
Triage Management LLC
By: /s/ Leonid Frenkel
---------------------------
Leonid Frenkel
Managing Member
/s/ Leonid Frenkel
---------------------------
Leonid Frenkel
Triage Offshore Fund, Ltd.
By: Triage Management LLC
By: /s/ Leonid Frenkel
---------------------------
Leonid Frenkel
Managing Member
03108.0002 #495919