UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ~~FORM 10-Q~~

~~[X]~~ FORM ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934~~10-Q

~~For~~ x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~May~~SECTION 3,13 ~~2003~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2003

[ o ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGEACT~~EXCHANGE ACT OF 1934

For the transition period from ~~_____~~_____to to _____

Commission File No. 000-32911

GALYAN'’S TRADING COMPANY, INC. (Exact name of registrant as specified in its charter)

Indiana		35-1529720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2437 East Main Street Plainfield, Indiana 46168 (Address of principal executive offices) (Zip Code) ~~(317) 612-2000(Registrant's telephone number, including area code)~~

~~Indicate by check mark whether the registrant:~~ (1317) ~~has~~612-2000 ~~filed all reports required to be filed by Section 13 or 15~~ (d)Registrant’s oftelephone ~~the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~number, ~~and~~including ~~(2)~~area ~~has been subject to such filing requirements for the past 90 days. Yes X No~~ code)

Indicate by check mark whether the ~~Registrant~~registrant: (1) ishas anfiled ~~accelerated~~all ~~filer~~reports as ~~defined~~required into be filed by Section 13 or 15 (d) of the Securities Exchange Act ~~Rule~~of ~~12b-~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2.) has been subject to such filing requirements for the past 90 days. Yes X No ___

~~Number~~ Indicate ofby ~~shares~~check ofmark ~~Common~~whether ~~Stock~~the ~~outstanding~~Registrant atis ~~May~~an ~~29,~~accelerated ~~2003: 17,118,716~~filer as defined in Exchange Act Rule 12b-2. Yes X No ___

~~GALYAN’S TRADING COMPANY, INC.~~ ~~Index~~Number toof ~~Form~~shares ~~10-Q For~~of ~~the~~Common ~~three~~Stock ~~month~~outstanding ~~period~~at ~~ended~~August ~~May 3~~29, 2003: 17,195,533

		Page Number
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations - Three month period ended May 3, 2003 and May 4, 2002	3
	Condensed Consolidated Balance Sheets - May 3, 2003 and February 1, 2003	4
	Condensed Consolidated Statements of Cash Flows - Three month period ended May 3, 2003 and May 4, 2002	5
	Notes to Condensed Consolidated Financial Statements	6-9
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	10-16
Item 3	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4	Controls and Procedures	16
PART II. OTHER INFORMATION
Item 6	Exhibits and Reports on Form 8-K	17
SIGNATURES		18
CERTIFICATIONS		19-20

GALYAN’S TRADING COMPANY, INC.

Index to Form 10-Q
For the three and six month periods ended August 2, 2003

		Page Number

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations – Three and six month periods ended August 2, 2003 and August 3, 2002	3

	Condensed Consolidated Balance Sheets – August 2, 2003 and February 1, 2003	4

	Condensed Consolidated Statements of Cash Flows – Six month periods ended August 2, 2003 and August 3, 2002	5

	Notes to Condensed Consolidated Financial Statements	6-9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10-17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17

Item 4.	Controls and Procedures	18

	PART II. OTHER INFORMATION

Item 4.	Submission of Matters to a Vote of Security Holders	18

Item 6.	Exhibits and Reports on Form 8-K	19

SIGNATURES		20

PART I. FINANCIAL INFORMATION ~~Item 1. Financial Statements~~

~~Galyan's~~ Item ~~Trading Company, Inc~~1. ~~Condensed~~ Financial ~~Consolidated~~ Statements ~~of Operations For the Three Months Ended May 3, 2003 and May 4, 2002 (dollars in thousands, except per share data)~~

	May 3, 2003		May 4, 2002
	(Unaudited)		(Unaudited)
Net sales	$ 129,564		$ 113,457
Cost of sales	95,920		81,951
Gross profit	33,644		31,506
Selling, general and administrative expenses	37,476		31,811
Operating loss	(3,832	)	(305	)
Interest expense	467		506
Interest income	(22	)	(121	)
Loss before income tax benefit	(4,277	)	(690	)
Income tax benefit	(1,711	)	(276	)
Net loss	$ (2,566	)	$ (414	)
Basic loss per share	$ (0.15	)	$ (0.02	)
Diluted loss per share	$ (0.15	)	$ (0.02	)
Weighted average shares used in calculating loss per common share:
Basic	17,089,452		17,035,159
Diluted	17,089,452		17,035,159

Galyan’s Trading Company, Inc.
Condensed Consolidated Statements of Operations
For the Three and Six Month Periods Ended August 2, 2003 and August 3, 2002
(dollars in thousands, except per share data)

	Three Month Periods Ended						Six Month Periods Ended
	August 2, 2003			August 3, 2002			August 2, 2003			August 3, 2002

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net sales	$	163,662		$	142,275		$	293,226		$	255,732
Cost of sales		119,215			99,459			215,135			181,410

Gross profit		44,447			42,816			78,091			74,322
Selling, general and administrative expenses		44,067			35,810			81,543			67,621

Operating income (loss)		380			7,006			(3,452	)		6,701
Interest expense		707			465			1,174			971
Interest income		(18	)		(32	)		(40	)		(153	)

(Loss) income before income tax (benefit) provision		(309	)		6,573			(4,586	)		5,883
Income tax (benefit) provision		(123	)		2,688			(1,834	)		2,412

Net (loss) income	$	(186	)	$	3,885		$	(2,752	)	$	3,471

Basic (loss) earnings per share	$	(0.01	)	$	0.23		$	(0.16	)	$	0.20

Diluted (loss) earnings per share	$	(0.01	)	$	0.22		$	(0.16	)	$	0.20

Weighted average shares used in calculating (loss) earnings per common share:
Basic		17,153,084			17,040,316			17,121,268			17,037,737

Diluted		17,153,084			17,421,936			17,121,268			17,354,728

See accompanying Notes to Condensed Consolidated Financial Statements.

Galyan’s Trading Company, Inc. Condensed Consolidated Balance Sheets As of ~~May~~August 32, 2003 and February 1, 2003 (dollars in thousands, except share data)

	May 3, 2003		February 1, 2003
	August 2, 2003			February 1, 2003
	(Unaudited)		~~(Note 1)~~	(Note 1)
Assets
Current assets:
Cash and cash equivalents	$ ~~7,213~~	10,818	~~$ 11,890~~	$	11,890
Receivables, net	~~11,228~~	10,573	~~7,726~~		7,726
Merchandise inventories	~~171,876~~	171,793	~~138,993~~		138,993
Deferred income taxes	~~2,080~~	2,523	~~1,969~~		1,969
Other current assets	~~8,698~~	5,260	~~5,010~~		5,010
Total current assets	~~201,095~~	200,967	~~165,588~~		165,588
Property and equipment, net	~~148,963~~	165,307	~~136,421~~		136,421
Deferred income taxes	117		--
Goodwill, net		18,334			18,334
Goodwill, net	18,334		18,334
Other assets, net		2,043			878
Other assets, net	2,166		878
Total assets	$	386,651		$	321,221
Total assets	$ 370,675		$ 321,221
Liabilities and Shareholders’ Equity
Liabilities and Shareholders' Equity
Current liabilities:
Current liabilities:
Accounts payable	$	90,718		$	56,804
Accounts payable	$ 75,728		$ 56,804
Accrued expenses		34,377			42,579
Accrued expenses	32,957		42,579
Current portion of long-term debt		87			6,103
Current portion of long-term debt	86		6,103
Total current liabilities		125,182			105,486
Total current liabilities	108,771		105,486
Long-term liabilities:
Long-term liabilities:
Debt, net of current portion		47,587			186
Debt, net of current portion	48,823		186
Deferred income taxes		80			1,334
Deferred income taxes	--		1,334
Other long-term liabilities		7,779			6,938
Other long-term liabilities	8,003		6,938
Total long-term liabilities		55,446			8,458
Total long-term liabilities	56,826		8,458
Shareholders’ equity:
Shareholders' equity:
Common stock and paid-in capital, no par value; 50,000,000 shares authorized; 17,195,533 and 17,084,716 shares issued and outstanding		193,031			191,802
Common stock and paid-in capital, no par value; 50,000,000 shares
Notes receivable from shareholders		(761	)		(948	)
authorized; 17,112,216 and 17,084,716 shares issued and outstanding	192,113		191,802
Unearned compensation		(33	)		(115	)
Notes receivable from shareholders	(933	)	(948	)
Warrants		1,461			1,461
Unearned compensation	(74	)	(115	)
Retained earnings		12,325			15,077
Warrants	1,461		1,461
Total shareholders’ equity		206,023			207,277
Retained earnings	12,511		15,077
Total liabilities and shareholders’ equity	$	386,651		$	321,221
Total shareholders' equity	205,078		207,277
Total liabilities and shareholders' equity	$ 370,675		$ 321,221

See accompanying Notes to Condensed Consolidated Financial Statements.

Galyan’s Trading Company, Inc. Condensed Consolidated Statements of Cash Flows For the ~~Three~~Six ~~Months~~Month Periods Ended ~~May~~August 32, 2003 and ~~May~~August 43, 2002 (dollars in thousands)

	May 3, 2003		May 4, 2002
	August 2, 2003			August 3, 2002
	(Unaudited)		~~(Unaudited)~~	(Unaudited)
Cash flows from operating activities:
Net loss	$ (2,566	)	$ (414	)
Net (loss) income	$	(2,752	)	$	3,471
Adjustments to reconcile net loss to net cash from operating activities
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	~~5,649~~	11,681	~~3,772~~		7,924
Amortization of financing intangibles	~~126~~	240	~~149~~		278
Deferred income taxes	~~(1,562~~	)(1,808	~~(1,226~~)	)	(640	)
Loss (gain) on disposal of property and equipment	19		(3	)
Loss on disposal of property and equipment		9			—
Deferred rent and other non-cash expense	~~1,106~~	923	~~639~~		925
Changes in certain assets and liabilities:
Accounts receivable	~~245~~	543	~~285~~		349
Merchandise inventories	~~(32,883~~	)(32,800	~~(29,079~~)	)	(32,604	)
Other assets	~~(3,688~~	)(250	~~(880~~)	)	(1,281	)
Accounts payable and accrued expenses	~~11,125~~	24,208	~~17,760~~		30,280
Net cash used in operating activities	(22,429	)	(8,997	)
Net cash (used in) provided by operating activities		(6	)		8,702
Cash flows from investing activities:
Capital expenditures	~~(18,172~~	)(40,498	~~(12,009~~)	)	(29,189	)
Decrease in net accounts payable for capital expenditures	~~(5,533~~	)(1,741	~~(4,559~~)	)	(11,542	)
Net cash used in investing activities	~~(23,705~~	)(42,239	~~(16,568~~)	)	(40,731	)
Cash flows from financing activities:
Net borrowings from revolving line of credit	~~48,650~~	47,439	--		9,000
Principal payments on long-term debt and other obligations	(6,030	)	--
Proceeds from long-term debt		—			365
Payment of financing fees	(1,453	)	--
Principal payments on long-term debt and other obligations		(6,054	)		(5,314	)
Payments on notes receivable from shareholders	15	187	49		358
Proceeds from sale of common stock	~~275~~	1,084	88		88
Net cash provided by financing activities	41,457		137
Payments of financing costs		(1,483	)		—
Net decrease in cash and cash equivalents	(4,677	)	(25,428	)
Net cash provided by financing activities		41,173			4,497
Cash and cash equivalents, beginning of period	11,890		36,770
Net decrease in cash and cash equivalents		(1,072	)		(27,532	)
Cash and cash equivalents, end of period	$ 7,213		$ 11,342
Cash and cash equivalents, beginning of period		11,890			36,770
Supplemental disclosures of cash flow information:
Cash and cash equivalents, end of period	$	10,818		$	9,238
Cash paid for:
Supplemental disclosures of cash flow information:
Interest	$ 665		$ 380
Cash paid for:
Income taxes	$ 6,950		$ 3,427
Interest	$	1,189		$	692
Income taxes	$	7,298		$	3,552

See accompanying Notes to Condensed Consolidated Financial Statements.

GALYAN’S TRADING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1: Organization and Significant Accounting Policies

Description of BusinessGalyan’s Trading Company, Inc. is a specialty retailer that offers a broad range of outdoor and athletic equipment, apparel, footwear and accessories, as well as casual apparel and footwear. Our store format and our merchandising strategy are targeted to appeal to consumers with active lifestyles, from the casual consumer to the serious sports enthusiast. As of ~~May~~August 32, 2003, we operated 3638 stores in 1718 states and one clearance center. The clearance center location is not included in our store count above as it is not part of our long-term strategy.

Basis of Presentation
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the financial statements reflect all adjustments that are necessary for a fair presentation of the results of operations for the periods shown. All such adjustments are of a normal recurring nature. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.

The balance sheet at February 1, 2003 has been derived from audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

This Report should be read in conjunction with our Annual Report on Form 10-K for the year ended February 1, 2003, as filed with the Securities and Exchange Commission (“SEC”).

Certain amounts in the fiscal 2002 condensed consolidated financial statements have been reclassified to conform to the fiscal 2003 presentation.

(Loss) Earnings Per ~~ShareLoss~~Share(Loss) earnings per share of common stock is based on the weighted average number of shares outstanding during the related periods. Since we had a (loss) from operations for the three and six month ~~period~~periods ended ~~May~~August 32, 2003 ~~and May 4~~, ~~2002~~120,511 ~~58,297~~ and ~~248~~89,~~974~~169, incremental shares, respectively, relating to the dilutive effect of stock options ~~and warrants~~ were excluded from the calculation of diluted (loss ) per share due to their anti-dilutive effect. Diluted earnings per share for the three and six month periods ended August 3, 2002, included 381,620 and 316,991 incremental shares, respectively, relating to the dilutive effect of stock options.

Stock Compensation
In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 148 Accounting for Stock-Based Compensation – Transition and Disclosure, which amends SFAS No. 123, Accounting for Stock-Based Compensation, we will continue to account for stock-based employee compensation under the provisions of APB Opinion No. 25 and related interpretations.

The following illustrates the pro forma effect on net (loss) earnings and (loss ) earnings per share if we had applied the fair value recognition provisions of SFAS No. 123:

GALYAN’S TRADING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Note 1: Organization and Significant Accounting Policies (continued)

	Three Month Period Ended
	Three Month Periods Ended						Six Month Periods Ended
	May 3, 2003		May 4 ,2002
	August 2, 2003			August 3, 2002			August 2, 2003			August 3, 2002
	~~(Unaudited)~~	(Unaudited)	~~(Unaudited)~~		(Unaudited)			(Unaudited)			(Unaudited)
Net loss as reported	$ (2,566	)	$ (414	)
Net (loss) earnings as reported	$	(186	)	$	3,885		$	(2,752	)	$	3,471
Add: Stock-based compensation expense included
Add: Stock-based compensation expense included in reported net (loss) earnings, net of related tax effects		25			25			50			171
in reported net loss, net of related tax effects	25		146
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects		(400	)		(278	)		(716	)		(1,032	)
Deduct: Total stock-based employee compensation
Pro forma net (loss) earnings	$	(561	)	$	3,632		$	(3,418	)	$	2,610
expense determined under the fair value based
(Loss) earnings per share:
method for all awards, net of related tax effects	(316	)	(754	)
Basic, as reported	$	(0.01	)	$	0.23		$	(0.16	)	$	0.20
Pro forma net loss	$ (2,857	)	$ (1,022	)
Basic, pro forma	$	(0.03	)	$	0.21		$	(0.20	)	$	0.15
Loss per share:
Diluted, as reported	$	(0.01	)	$	0.22		$	(0.16	)	$	0.20
Basic, as reported	$ (0.15	)	$ (0.02	)
Diluted, pro forma	$	(0.03	)	$	0.21		$	(0.20	)	$	0.15
Basic, pro forma	$ (0.17	)	$ (0.06	)
Diluted, as reported	$ (0.15	)	$ (0.02	)
Diluted, pro forma	$ (0.17	)	$ (0.06	)

The pro forma amounts are not representative of the effects on reported earnings for future periods.

The weighted average fair value of options granted for the three and six month ~~period~~periods ended ~~May~~August 32, 2003 were $6.74 and ~~May~~$6.71, 4respectively. The weighted average fair value of options granted for the three and six month periods ended August 3, 2002 were $410.9550 and $58.6750, respectively. The weighted average fair value of the options calculated in accordance with SFAS No. 123 were determined using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Three Month Period Ended
	Three Month Periods Ended						Six Month Periods Ended
	May 3, 2003		May 4, 2002
	August 2, 2003			August 3, 2002			August 2, 2003			August 3, 2002
Expected dividend yield	0%	0	0%		0	%		0	%		0	%
Expected stock price volatility	~~63%~~	63	62%		62	%		63	%		62	%
Risk-free interest rate range	~~2.38%~~	1.94	~~3.89~~% ~~- 3.96%~~		4.15% - 4.28	%		1.94% -2.38	%		3.89% - 4.28	%
Expected life of options	4	4	4		4			4			4

GALYAN’S TRADING COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) —- CONTINUED

Note 2: Long-Term DebtOn April 25, 2003, we entered into an amended and restated credit agreement with JPMorgan Chase Bank, as administrative agent, for the syndication of participating banks, which matures on April 24, 2008. Under this agreement, our revolving credit facility maximum borrowing capacity ~~increased~~ tois $250.0 million of which $30.0 million may be used for the issuance of letters of credit. The revolving credit facility is an asset based loan with a borrowing base calculated on certain percentages of eligible inventory, eligible accounts receivables, and certain real property as defined in the agreement. The revolving credit facility bears interest, at our election, at either an adjusted prime rate or an adjusted LIBOR, in each case plus additional interest, which varies depending on our availability level or EBITDA measured at each quarter end. Availability is defined as the lesser of the monthly borrowing base or $250.0 million; minus the total borrowings, including letters of credit. We pay an annual commitment fee on the unused portions of the revolving credit facility at a variable amount based on utilization of the total facility. As of ~~May~~August 32, 2003, the commitment fee rate was 0.425%. We will not be subject to any financial covenants, provided we maintain a minimum of $35.0 million of availability. If availability is less than $35.0 million for more than five consecutive days we will be subject to a minimum EBITDA covenant. The revolving credit facility contains certain other covenants, including covenants that restrict our ability to incur indebtedness or to create various liens, and restrict our ability to engage in mergers or acquisitions, sell assets, or make junior payments, including cash dividends. As of the date of this Report, we were in compliance with all required covenants. The revolving credit facility is secured by a first priority security interest in our cash, inventory, intellectual property, and certain real estate if the real estate is included in the borrowing base. Our subsidiaries have guaranteed, and any future subsidiaries will be required to guarantee, our obligations under the revolving credit facility. ~~As of May 3, 2003, $48,650,000 was outstanding under our revolving credit facility and $5,632,000 was committed for outstanding standby and import letters of credit.~~

During fiscal 2001, we entered into a $6.0 million line of credit agreement with a bank to be used for the construction of a new store building. On May 1, 2003, we paid all remaining outstanding principal and interest on this loan.

Long-term debt consists of the following at ~~May~~August 32, 2003 and February 1, 2003 (in thousands):

	May 3 ,2003		February 1, 2003
	August 2, 2003			February 1, 2003
	(Unaudited)		~~(Note 1)~~	(Note 1)
Bank and other:
Revolving line of credit	$ ~~48,650~~	47,439	~~$ --~~	$	—
Construction loans	--		6,000
Construction loan		—			6,000
Capital lease obligations	~~259~~	235	~~289~~		289
Total long-term debt	~~48,909~~	47,674	~~6,289~~		6,289
Less current maturities	~~(86~~	)(87	~~(6,103~~)	)	(6,103	)
Total long-term debt, net of current maturities	$ ~~48,823~~	47,587	~~$ 186~~	$	186

Note 3: Shareholders’ EquityDuring the ~~first~~ second quarter of fiscal 2003, we issued options to purchase 7434,~~500~~000 shares of common stock under our 1999 Stock Option Plan at $913.9366 per share to certain employees and directors. These options vest over a three year period and expire seven years after the grant date.

GALYAN’S TRADING COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) —- CONTINUED

Note 4: New Accounting PronouncementsOn January 1, 2003, we adopted Emerging Issues Task Force (“EITF”) 02-16, Accounting by a Reseller for Cash Consideration Received from a Vendor. This EITF addresses the classification of cash consideration received from vendors in a reseller’s consolidated financial statements. The guidance related to income statement classification is to be applied in annual and interim financial statements for agreements entered into, or modifications of existing agreements, after January 1, 2003. The consensus of the EITF establishes an overall presumption that cash received from vendors is a reduction in the price of vendor’s products and should be recognized accordingly as a reduction in cost of sales at the time the related inventory is sold. Some consideration could be characterized as a reduction of expense if the cash received represents a reimbursement of specific, incremental, identifiable costs incurred by the retailer to sell the vendor’s products. For the three and six month ~~period~~periods ended ~~May~~August 32, 2003, the adoption of this statement increased our operating loss by $~~470~~340,000 ($~~282~~203,000 net of income taxes or $0.0201 per share on a fully diluted basis) and $810,000 ($486,000 net of income taxes or $0.03 per share on a fully diluted basis), respectively.

On February 2, 2003, we adopted SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting of obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of this statement did not have an effect on the consolidated financial statements.

On February 2, 2003, we adopted the recognition and measurement provisions of Financial Accounting Standards Board Interpretation No. 45 (“FIN No. 45”) Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others an interpretation of SFAS No. 5, 57, and 107 and the rescission of FASB Interpretation No. 34, was issued. FIN No. 45 clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to a guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure requirements in this interpretation were adopted in fiscal 2002. We had no guarantees that were required to be disclosed in the consolidated financial statements. The adoption of this statement did not have an effect on the consolidated financial statements.

On June 1, 2003, we adopted SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 establishes standards on the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The adoption of this statement did not have a material impact on the consolidated financial statements.

Note 5: Subsequent Event
On August 8, 2003 we sold our interest in buildings and leasehold improvements for three store locations, for approximately $21.0 million to CPA®:15, a member of the W.P. Carey Group and simultaneously entered into lease agreements for these three store locations. The sale included our store locations in Buffalo, New York, and Greenwood, Indiana, as well as a future store location in Freehold, New Jersey that is scheduled to open in the summer of 2004. Approximately $9.0 million of the $21.0 million total is attributable to the future store location in Freehold, New Jersey, and will not be funded fully until that store opens. The net proceeds from this transaction were used to repay current borrowings under our revolving credit facility.

Item 2: MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~OverviewGalyan~~ Overview Galyan’s Trading Company, Inc. (referred to herein as the “Company” or in first person notations “we”, “us”, and “our”) is a specialty retailer that offers a broad range of outdoor and athletic equipment, apparel, footwear and accessories, as well as casual apparel and footwear. Our store format and our merchandising strategy are targeted to appeal to consumers with active lifestyles, from the casual consumer to the serious sports enthusiast. A typical store has two shopping levels, ranges in size from approximately 80,000 to 100,000 gross square feet, and features an open, airy atmosphere with a fifty-five foot high interior atrium, metal appointments and interactive elements, such as rock climbing walls and putting greens, that are designed to create an enjoyable and interactive shopping experience. As Weof August 2, 2003, we operated 3638 stores in 1718 states and one clearance center. The clearance center location is not included in our store count above as it is not part of ~~May~~ 3,our ~~2003.~~long-term strategy.

Critical Accounting Policies
Our critical accounting policies are summarized below.

Revenue recognition: We recognize retail sales upon the purchase of the merchandise by our customers, net of returns and allowances, which are based on estimates determined using historical customer returns experience. We use gift cards and store credits, the revenue of which is recognized upon redemption by the customer. We recognize markdowns associated with our preferred customer and private label credit card programs upon redemption in conjunction with a qualifying purchase.

Inventories: We state inventories at the lower of cost or market, on a first-in, first-out basis, utilizing the retail inventory method. Inherent in the retail inventory method calculation are certain significant management judgments and estimates including among others, markups, markdowns and shrinkage, which significantly impact the ending inventory valuation at cost as well as the resulting gross margins. The methodologies utilized by us in applying the retail inventory method are consistent for all periods presented. Such methodologies include the development of the cost-to-retail ratios, development of shrinkage reserves and the accounting for price changes. We review our inventory levels to identify merchandise that may not sell at its currently ticketed price for reasons such as style, seasonal adaptation or competition and generally use markdowns to clear merchandise.

Property and Equipment: Our property and equipment is stated at cost. We compute depreciation and amortization of property and equipment on a straight-line basis over the estimated useful lives of the related assets. We amortize leasehold improvements over the shorter of the estimated useful life or term of the lease.

Long-Lived Assets: We review our long-lived assets for possible impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable and annually when no such event has occurred. We review assets held and used on a store basis, which is the lowest level of assets for which there are identifiable cash flows. An impairment of long-lived assets exists when the undiscounted cash flows estimated to be generated by those assets is less than the carrying value of those assets. If any impairment is determined as a result of our assessment, the impairment loss is recorded in selling, general and administrative expenses. During ~~three~~the six month ~~period~~periods ended ~~May~~August 32, 2003 and ~~May~~August 43, 2002, no impairment was recorded as a result of our assessment. Assumptions and estimates used to estimate cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated, may affect the carrying value of long-lived assets and could result in an impairment charge.

Item 2: MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

Critical Accounting Policies (continued)Income Taxes: We follow SFAS No. 109, Accounting for Income Taxes, which requires the use of the liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized based on the difference between the consolidated financial statement carrying value of existing assets and liabilities and their respective tax bases. Inherent in the measurement of these deferred balances are certain judgments and interpretations of existing tax law and other published guidance as applied to our operations. No valuation allowance has been provided for deferred tax assets, since we ~~fully~~ anticipate that ~~full~~the amount of these assets should be realized in the future. Our effective tax rate considers our judgment of expected tax liabilities in the various taxing jurisdictions within which we are subject to tax.

Results of Operations
The following table sets forth our statement of operations data as a percentage of net sales for the periods indicated.

	Three month period ended (1)
	Three month periods ended (1)						Six month periods ended (1)
	May 3, 2003		May 4, 2002
	August 2, 2003			August 3, 2002			August 2, 2003			August 3, 2002
Net sales	~~100.0~~	%100.0	~~100.0~~%	%	100.0	%		100.0	%		100.0	%
Cost of sales	~~74.0~~	72.8	~~72.2~~		69.9			73.4			70.9
Gross profit	~~26.0~~	27.2	~~27.8~~		30.1			26.6			29.1
Selling, general and administrative expenses	~~28.9~~	26.9	~~28.0~~		25.2			27.8			26.4
Operating loss	(3.0	)	(0.3	)
Operating (loss) income		0.2			4.9			(1.2	)		2.6
Interest expense, net	~~0.3~~	0.4	~~0.3~~		0.3			0.4			0.3
Loss before income tax benefit	(3.3	)	(0.6	)
(Loss) earnings before income tax (benefit) provision		(0.2	)		4.6			(1.6	)		2.3
Income tax benefit	(1.3	)	(0.2	)
Income tax (benefit) provision		(0.1	)		1.9			(0.6	)		0.9
Net loss	(2.0	)%	(0.4	)%
Net (loss) earnings		(0.1	)%		2.7	%		(0.9	)%		1.4	%

(1) due to rounding, columns may not add

Net SalesNet sales increased by 1415.20%, or $1621.1 4 million, to $~~129~~163.67 million for the ~~first~~second quarter of fiscal 2003 from $~~113~~142.53 million in the same quarter last year. When comparing the ~~first~~second quarter of fiscal 2003 with the same quarter last year, net sales decreased by $610.85 million, or 67.37%, at comparable stores, increased by $312.6 million at the ~~two~~four stores opened during fiscal 2003 and increased by $19.3 million at stores opened during fiscal 2002 that had not yet entered the comparable store sales base. Increased comparable store sales in ~~hunting~~outerwear, ~~footwear~~hunting, and ~~team~~bicycles ~~sports~~ were more than offset by ~~softness~~decreases in ~~casual~~camping, ~~apparel~~water sports, ~~outerwear~~fishing, casual apparel, and ~~camping~~ swimwear categories. In addition, we believe ~~the~~a ~~continued~~weak ~~sluggish~~ economy ~~and the impact of the war may have adversely impacted comparable stores sales. Because our Greenwood~~, ~~Indiana location was closed on September 20, 2002 as~~ a ~~result~~highly ofpromotional aretail ~~tornado~~environment, ~~for~~ ~~purposes~~and ofunseasonable ~~comparison~~weather toin ~~the~~our ~~current~~East ~~fiscal~~and ~~period,~~Midwest wemarkets may have ~~treated~~negatively ~~net~~impacted store sales ~~for~~ in the ~~first~~second quarter of fiscal ~~2002 at that location as non-comparable store sales. On April 25,~~ 2003~~, we reopened our former Greenwood, Indiana location as a clearance center~~. ~~Because the clearance center is not part of our long-term strategy, we have included sales at this location as non-comparable store sales.~~

~~Gross~~ Net ~~ProfitGross~~sales ~~profit~~for the six month period ended August 2, 2003 increased by 614.87%, or $237.15 million, to $33293.62 from $255.7 million in the ~~first~~same ~~quarter~~period oflast ~~fiscal~~year. When ~~2003~~comparing ~~from~~the ~~$31.5~~six ~~million~~month in period ended August 2, 2003 with the same ~~quarter~~period last year., ~~Gross~~net ~~profit~~sales asdecreased aby ~~percentage~~$17.3 ofmillion, ~~net~~or ~~sales~~7.1%, ~~was~~at 26comparable stores, increased by $16.0%2 inmillion at the ~~first~~ ~~quarter~~four ofstores opened during fiscal 2003 ~~compared~~and toincreased 27by $38.8%6 ~~for~~million at stores opened during fiscal 2002 that had not yet entered the ~~same~~comparable ~~quarter~~store ~~last~~sales ~~year~~base. Increased ~~This decrease~~comparable asstore asales ~~percentage~~in ofhunting, ~~net~~footwear, ~~sales~~and ~~was~~team ~~primarily~~sports were more than offset by decreases in casual apparel, outerwear, and camping categories. In addition, we believe the ~~result~~continued sluggish economy, the impact of ~~higher~~the ~~markdowns~~war, a highly promotional retail environment, and ~~higher~~ ~~store~~unseasonable ~~occupancy~~weather ~~costs.~~in our East and Midwest markets may have negatively impacted stores sales for the six month period ended August 2, 2003.

Item 2: MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

~~Selling,~~ Net ~~General~~Sales ~~and~~(continued)Our ~~Administrative~~former ~~ExpensesSelling~~Greenwood, ~~general~~ ~~and~~Indiana ~~administrative~~location ~~expenses~~was ~~increased~~closed byon ~~17.8%,~~September ~~or $5.7 million~~20, to2002 ~~$37.5 million~~as ina ~~the~~result ~~first quarter~~ of ~~fiscal~~a ~~2003~~tornado. ~~from~~For ~~$31.8~~purposes ~~million~~of incomparison to the ~~same~~current ~~quarter~~fiscal ~~last year. Selling~~period, ~~general~~we ~~and~~have ~~administrative~~treated ~~expenses~~net sales for the ~~first~~second quarter and first six months of fiscal ~~2003 increased~~2002 toat ~~28.9%~~that oflocation ~~net~~as non-comparable store sales. On ~~compared~~April to25, ~~28.0%~~2003, ~~for~~we ~~the~~reopened ~~same~~our ~~quarter~~former ~~last~~Greenwood, ~~year.~~Indiana ~~The increase~~location ~~was~~as ~~due~~a ~~primarily~~clearance tocenter. Because ~~higher~~the ~~expenses~~clearance ~~for~~center ~~depreciation,~~is ~~insurance,~~not ~~and information~~part ~~systems.~~of ~~This~~our ~~increase~~long-term ~~was~~strategy, ~~partially~~we ~~offset~~have byincluded ~~lower~~sales ~~payroll~~at ~~costs~~this location as ~~a percentage~~non-comparable ofstore ~~net~~ sales.

~~Operating LossThe operating loss for the first~~ ~~quarter~~Gross ofProfitGross ~~fiscal~~profit ~~2003~~ increased by $3.58%, or $1.6 million, to ~~a loss of~~ $344.84 million ~~compared~~in ~~to a~~the ~~loss~~second quarter of fiscal 2003 from $~~305,000~~42.8 ~~for~~million in the same quarter last year. Gross ~~The~~profit ~~negative~~as ~~impact~~a onpercentage ~~operating results~~of ~~for~~net sales was 27.2% in the ~~first~~second quarter of fiscal 2003 compared to 30.1% for the same quarter last year. This ~~was the~~decrease ~~result~~as a percentage of ~~higher~~net ~~markdowns,~~sales ~~higher~~was ~~store~~primarily ~~occupancy~~the ~~costs,~~result ~~and~~of higher ~~expenses~~markdowns ~~for depreciation,~~and ~~insurance~~higher ~~and~~store ~~information~~occupancy ~~systems~~costs.

~~Interest~~ Gross ~~ExpenseInterest~~profit ~~expense,~~for ~~net~~the ofsix ~~interest income~~month ofperiod ~~$22~~ended August 2,~~000~~ 2003 increased by 5.1%, ~~was~~or $~~445~~3.8 million,~~000~~ ~~for~~to $78.1 million from $74.3 million in the ~~first~~same ~~quarter~~period oflast ~~fiscal~~year. Gross ~~2003~~profit ~~compared~~as ~~to interest~~a ~~expense,~~percentage of net ofsales ~~interest~~was ~~income~~26.6% offor ~~$121,000,~~the ofsix ~~$385~~month period ended August 2,~~000~~ 2003 compared to 29.1% for the same ~~quarter~~ period last year. This ~~increase~~decrease ~~was~~as ~~due~~a percentage of net sales was primarily tothe ~~lower~~result ~~interest~~of ~~income~~higher ~~due~~markdowns toand ~~lower~~higher ~~average cash~~store ~~balances.~~occupancy costs.

~~Income~~ Selling, ~~TaxesOur~~General ~~effective~~and ~~income~~Administrative ~~tax~~ExpensesSelling, ~~rate~~general ~~was~~and 40administrative expenses increased by 23.1% , or $8.3 million, to $44.1 million in the ~~first~~second quarter of fiscal 2003 from $35.8 ~~This~~million ~~rate~~in ~~reflects~~the same quarter last year. Selling, general and administrative expenses for the ~~effect~~second quarter of ~~the~~fiscal ~~anticipated federal~~2003 ~~tax~~increased ~~rate~~to ~~and~~26.9% ~~aggregated~~of ~~state~~net ~~tax~~sales ~~rates~~compared ~~based~~to on25.2% for the ~~expected~~same ~~mix~~quarter last year. The percentage increase of net sales in ~~the~~was ~~various~~due ~~states~~primarily into ~~which~~higher weexpenses ~~conduct~~for ~~business.~~depreciation and higher expenses for marketing primarily resulting from the adoption of EITF 02-16.

~~Net~~Selling, ~~LossAs~~general aand ~~result~~administrative ofexpenses ~~the~~for ~~foregoing factors,~~ the ~~net~~ ~~loss~~six ~~for~~month ~~the~~period ~~first~~ended ~~quarter~~August of2, ~~fiscal~~ 2003 increased by 20.6%, or $213.29 million, to a$81.5 ~~net~~million ~~loss~~from of $267.6 million ~~compared~~in the same period last year. Selling, general and administrative expenses for the six month period ended August 2, 2003 increased to a27.8% of net ~~loss~~sales ofcompared ~~$414,000~~to 26.4% for the same ~~quarter~~period last year. The percentage increase of net sales was due primarily to higher expenses for depreciation and higher expenses for marketing primarily resulting from the adoption of EITF 02-16.

~~Liquidity~~ Operating ~~and~~(Loss) ~~Capital~~IncomeOur ~~ResourcesOur~~operating ~~principal liquidity~~income ~~and~~for ~~capital~~the ~~requirements~~second ~~have~~quarter ~~been~~of tofiscal ~~fund~~2003 ~~new~~was ~~store construction~~$380,000, ~~working capital~~compared ~~and~~to ~~general~~operating ~~corporate~~income ~~needs~~of $7.0 ~~For~~million for the ~~three~~same ~~month~~quarter ~~period~~last ~~ended~~year. The ~~May~~negative 3,impact ~~2003,~~on ~~these capital~~operating ~~and~~results ~~liquidity~~for ~~requirements~~the ~~were~~second ~~primarily~~quarter ~~funded~~of ~~from~~fiscal ~~funds~~2003 ~~available~~compared ~~under~~to ~~our revolving~~the ~~credit~~same ~~facility,~~quarter ~~and~~last ~~cash~~year ~~and~~was ~~cash equivalents on hand at~~ the ~~beginning~~result of ~~the period.~~higher ~~Cash~~markdowns, ~~flows~~higher ~~from~~store ~~operating~~occupancy costs, ~~investing~~higher ~~and~~expenses ~~financing activities~~ for ~~the~~depreciation, ~~three month~~and ~~period~~to ~~ended~~higher ~~May~~expenses 3,for ~~2003~~marketing ~~and~~primarily ~~May~~resulting 4,from ~~2002~~the ~~are~~adoption ~~summarized~~of ~~below.~~EITF 02-16.

~~Net~~ Our ~~cash~~operating ~~used~~(loss) infor ~~operating~~the ~~activities~~six ~~was~~month ~~$22.4~~period ~~million~~ended ~~for~~August ~~the~~2, ~~first quarter~~2003 ofwas ~~fiscal~~($3.5) ~~2003~~million, compared to operating income of $96.07 million for the same ~~quarter~~period last year. The ~~increase~~ innegative ~~cash~~impact ~~used~~on in operating ~~activities~~results ~~was~~for ~~due~~the ~~primarily~~second toquarter aof ~~decrease~~fiscal ~~in accounts~~2003 ~~payable~~compared ~~and~~to ~~accrued~~the ~~expenses,~~same anquarter ~~increase~~last inyear ~~merchandise~~was ~~inventories,~~the ~~an increase~~result inof ~~other~~higher ~~assets~~markdowns, ~~and~~higher anstore ~~increase~~occupancy incosts, ~~the~~higher ~~net~~expenses ~~loss~~ for ~~the~~depreciation, ~~first~~and ~~quarter.~~to ~~These items~~higher ~~were~~expenses ~~partially~~for ~~offset~~marketing byprimarily ~~higher~~resulting ~~depreciation~~from ~~and~~the ~~amortization~~adoption ~~expense.~~of EITF 02-16.

~~Net~~ Interest ~~cash~~ExpenseInterest ~~used~~expense, innet ~~investing~~of ~~activities~~interest ~~was~~income of $~~23.7~~18,000, ~~million~~was $689,000 for the ~~first~~ second quarter of fiscal 2003, compared to ~~$16.6 million for~~ the same quarter last year. ~~The increase~~interest ~~was~~expense, ~~due~~net ~~primarily~~of tointerest anincome ~~increase~~of in$32,000, ~~capital~~was ~~expenditures~~$433,000. ~~and~~This ~~related~~increase ~~net accounts~~was ~~payable~~due ~~for~~primarily ~~capital~~to ~~expenditures~~higher ~~used~~average ~~primarily~~outstanding ~~for~~balances ~~new~~on ~~store~~our ~~construction~~revolving ~~and fixturing.~~line of credit.

Net cash provided by financing activities was $41.5 million for the first quarter of fiscal 2003, compared to $137,000 for the same quarter last year. The increase was due primarily to an increase in net borrowings from the revolving credit facility, partially offset by principal payments on long-term debt, and by the payment of financing fees related to the amendment and restatement of our credit agreement.

Item 2: MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

~~Liquidity~~ Interest ~~and~~Expense ~~Capital Resources~~ (continued)~~On April~~Interest 25expense, ~~2003,~~net weof ~~entered~~interest ~~into~~income ~~an amended and restated credit agreement with JPMorgan Chase Bank, as administrative agent, for the syndication~~ of ~~participating banks~~$40, ~~which matures on April 24~~000, ~~2008.~~was ~~Under this agreement, our revolving credit facility maximum borrowing capacity increased to~~ $~~250~~1.01 million ~~of which $30.0 million may be used~~ for the ~~issuance~~six ofmonth ~~letters~~period ofended ~~credit.~~August ~~The revolving credit facility is an asset based loan with a borrowing base calculated on certain percentages of eligible inventory~~2, ~~eligible accounts receivables~~2003, ~~and~~compared ~~certain~~to ~~real property as defined in~~ the ~~agreement.~~same ~~The revolving~~period ~~credit~~last ~~facility~~year ~~bears~~ interest, ~~at our election~~expense, atnet ~~either~~of ~~an adjusted prime rate or an adjusted LIBOR, in each case plus additional~~ interest, ~~which~~income ~~varies depending on our availability level or EBITDA measured at each quarter end. Availability is defined as the lesser~~ of ~~the monthly borrowing base or~~ $~~250.0 million; minus the total borrowings~~153, ~~including letters of credit. We pay an annual commitment fee on the unused portions of the revolving credit facility at a variable amount based on utilization of the total facility. As of May 3~~000, ~~2003, the commitment fee rate~~ was ~~0.425%. We will not be subject to any financial covenants, provided we maintain a minimum of~~ $35818,000.0 This ~~million of~~increase ~~availability.~~was Ifdue ~~availability~~primarily ~~is less than $35.0 million for more than five consecutive days we will be subject~~ to ahigher ~~minimum~~average ~~EBITDA~~outstanding ~~covenant.~~balances ~~The~~on ~~revolving credit facility contains certain other covenants, including covenants that restrict~~ our ~~ability to~~revolving ~~incur~~line ~~indebtedness or to create various liens, and restrict our ability to engage in mergers or acquisitions, sell assets, or make junior payments, including cash dividends. As~~ of ~~the date of this Report, we were in compliance with all required covenants. The revolving~~ credit ~~facility is secured by a first priority security interest in our cash, inventory, intellectual property, and certain real estate if the real estate is included in the borrowing base~~. ~~Our subsidiaries have guaranteed, and any future subsidiaries will be required to guarantee, our obligations under the revolving credit facility.~~

~~During~~ Income ~~fiscal~~TaxesOur ~~2001,~~effective weincome ~~entered~~tax ~~into~~rate awas ~~$6.0~~40% ~~million~~for ~~line~~the ofthree ~~credit agreement~~and ~~with~~six amonth ~~bank~~periods toended beAugust ~~used~~2, ~~for~~2003. This rate reflects the ~~construction~~effect of athe ~~new~~anticipated ~~store~~federal ~~building.~~tax Onrate ~~May~~and ~~1, 2003,~~aggregated westate ~~paid~~tax ~~all~~rates ~~remaining~~based ~~outstanding~~on ~~principal~~the ~~and~~expected ~~interest~~mix onof ~~this~~net ~~loan.~~sales in the various states in which we conduct business.

~~Our net working capital at May 3, 2003 was $85.2 million, compared to~~ ~~$54.3 million at February 1, 2003.~~ Net ~~working~~(Loss) ~~capital~~IncomeAs isa ~~calculated~~result asof the ~~difference between~~foregoing ~~current~~factors, ~~assets~~our ~~(excluding~~net ~~cash) and current liabilities~~ (~~excluding current portion of long-term debt~~loss). ~~The increase in working capital was due primarily to an increase in merchandise inventories~~ for ~~new stores opened during~~ the ~~first~~second quarter, ~~a decrease in accrued expenses, an increase in construction allowance receivables, and an increase in other assets. These increases were partially offset by an increase in accounts payable. As~~ of ~~May~~fiscal 3, 2003, wewas ~~had~~ ($~~48.7~~186,000), ~~million~~compared into ~~outstanding~~a ~~borrowings~~net ~~and an~~income ~~availability~~ of $563.19 million ~~net~~for ofthe ~~$5.6~~same ~~million~~quarter ~~used~~last ~~in support of letters of credit under our revolving credit facility~~year.

~~Our~~ As ~~typical~~a ~~new~~result ~~store,~~of ifthe ~~leased~~foregoing ~~with~~factors, athe ~~landlord~~net ~~construction contribution~~(loss) ~~adequate~~for ~~to cover~~ the ~~cost~~six ofmonth ~~construction~~period ofended ~~the~~August ~~building~~2, ~~requires capital~~2003 ~~expenditures~~was ~~between~~ ($42.08) ~~to $5.0~~ million ~~for~~compared ~~interior~~to ~~finish~~net ~~and~~income ~~fixtures,~~of ~~and an inventory investment between~~ $3.05 ~~to $4.0~~ million, ~~net~~for ofthe ~~vendor~~same ~~payables. Pre-opening~~period ~~expense,~~last ~~consisting primarily of store set-up costs, training of new store employees, and travel expenses, averages approximately $600,000 and is expensed as incurred~~year.

Liquidity and Capital Resources
Our principal liquidity and capital requirements have been to fund new store construction, working capital and general corporate needs. For the six month period ended August 2, 2003, these capital and liquidity requirements were primarily funded from funds available under our revolving credit facility, and cash and cash equivalents on hand at the beginning of the period. Cash flows from operating, investing and financing activities for the six month period ended August 2, 2003 and August 3, 2002 are summarized below.

Net cash used in operating activities was $6,000 for the six month period ended August 2, 2003, compared to cash provided by operating activities of $8.7 million for the same period last year. The increase in cash used in operating activities was due primarily to our net loss and changes in working capital, partially offset by higher depreciation and amortization expense.

Net cash used in investing activities was $42.2 million for the six month period ended August 2, 2003, compared to $40.7 million for the same period last year. The increase was due primarily to an increase in capital expenditures, partially offset by a decrease in related net accounts payable for capital expenditures used primarily for new store construction and fixturing.

Net cash provided by financing activities was $41.2 million for the six month period ended August 2, 2003, compared to $4.5 million for the same period last year. The increase was due primarily to an increase in net borrowings from the revolving credit facility and an increase in proceeds from the sale of common stock through the exercise of related options, partially offset by payments of financing costs.

Item 2: MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

Liquidity and Capital Resources (continued)~~Our future~~On ~~capital~~April ~~requirements~~25, ~~will~~2003, ~~depend~~we onentered ~~the~~into ~~number~~an ofamended ~~new~~and ~~stores~~restated wecredit ~~open,~~agreement ~~the~~with ~~timing of~~JPMorgan ~~those~~Chase ~~openings~~Bank, ~~within~~as aadministrative ~~given~~agent, ~~year~~for ~~and~~ the ~~extent~~syndication of ~~landlord~~participating ~~construction contributions~~banks, ~~received.~~which ~~For~~matures ~~fiscal~~on ~~2003~~April 24, we2008. Under ~~currently~~this ~~estimate~~agreement, our ~~total~~revolving ~~capital expenditures~~credit tofacility ~~range~~maximum ~~between~~borrowing capacity is $85250.0 tomillion of which $9030.0 million, ~~net~~may be used for the issuance of ~~agreed-upon~~letters ~~landlord construction~~of ~~contributions~~credit. The Inrevolving ~~addition~~credit tofacility ~~this~~is ~~capital~~an ~~expenditures~~asset ~~estimate,~~based ~~we currently~~loan ~~anticipate~~with ~~approximately~~a ~~$5.2~~borrowing tobase ~~$5.6~~calculated ~~million~~on certain percentages of ~~non-capitalizable~~eligible ~~pre-opening costs~~inventory, ~~for~~eligible ~~new~~accounts ~~stores.~~receivables, ~~The~~and ~~capital~~certain ~~expenditures~~real ~~estimate~~property ~~contemplates~~as ~~$64.0~~defined toin ~~$68~~the agreement.~~0 million~~ The ~~for~~revolving ~~nine~~credit ~~new~~facility ~~stores~~bears ~~that~~interest, weat ~~intend~~our toelection, ~~open~~at ~~during~~either ~~fiscal~~an ~~2003,~~adjusted ~~including~~prime ~~the~~rate ~~two stores~~or wean ~~opened~~adjusted LIBOR, in ~~the~~each ~~first~~case ~~fiscal~~plus additional interest, which varies depending on our availability level or EBITDA measured at each quarter end. Availability is defined as the lesser of ~~2003~~the monthly borrowing base or $250.0 ~~The~~million; minus the total ~~capital~~borrowings, ~~expenditure estimate~~including ~~also~~letters ~~includes~~of credit. We pay an ~~estimate~~annual ~~for~~commitment ~~construction-in-progress~~fee ~~disbursements~~on ~~for anticipated~~the ~~fiscal~~unused ~~2004~~portions ~~openings.~~of ~~The~~the ~~capital~~revolving ~~expenditures~~credit ~~estimate~~facility ~~also~~at ~~reflects~~a variable amount based on utilization of the ~~fact~~ ~~that~~total ~~three~~facility. As of ~~our~~August ~~planned~~2, ~~nine~~2003, ~~store~~the ~~openings~~commitment ~~for~~fee ~~fiscal~~rate ~~2003~~was do0.425%. We will not ~~have~~be subject to any ~~landlord~~ ~~construction~~financial ~~contributions~~covenants, asprovided ~~compared~~we tomaintain ~~eight~~a minimum of ~~nine~~$35.0 ~~new~~million ~~stores~~of inavailability. If ~~fiscal 2002~~availability ~~which~~is ~~had~~less ~~landlord~~than ~~construction~~$35.0 ~~contributions~~million for more than five consecutive days we will be subject to a minimum EBITDA covenant. The ~~Three~~revolving ofcredit facility contains certain other covenants, including covenants that restrict our ~~fiscal~~ability ~~2003~~to ~~new~~incur ~~stores and~~indebtedness ~~some~~or ~~potential~~to ~~store~~create ~~locations~~various ~~that~~liens, weand ~~seek~~restrict our ability to ~~develop~~engage in mergers or acquisitions, sell assets, or make junior payments, including cash dividends. As of the ~~future~~date ~~may~~of ~~not~~this ~~have landlord~~Report, ~~construction~~we ~~contributions~~were ~~available~~in compliance with all required covenants. The ~~total~~revolving ~~capital~~credit ~~expenditure~~facility ~~estimate~~is secured by a first priority security ~~for~~interest ~~fiscal~~in ~~2003~~our ~~also~~cash, ~~includes~~inventory, ~~approximately~~intellectual ~~$3.0~~property, toand $4certain real estate if the real estate is included in the borrowing base.0 Our ~~million~~subsidiaries ~~for~~have ~~remodeling~~guaranteed, and ~~maintenance~~ ~~relating~~any tofuture ~~our~~subsidiaries ~~existing~~will ~~stores~~be required to guarantee, ~~technology~~our ~~upgrades~~obligations ~~and~~under ~~corporate~~the ~~capital expenditures~~revolving credit facility.

On August 8, 2003 we sold our interest in buildings and leasehold improvements for three store locations, for approximately $21.0 million to CPA®:15, a member of the W.P. Carey Group and simultaneously entered into lease agreements for these three store locations. The sale included our store locations in Buffalo, New York, and Greenwood, Indiana, as well as a future store location in Freehold, New Jersey that is scheduled to open in the summer of 2004. Approximately $9.0 million of the $21.0 million total is attributable to the future store location in Freehold, New Jersey, and will not be funded fully until that store opens. The net proceeds from this transaction were used to repay current borrowings under our revolving credit facility.

Our net working capital at August 2, 2003 was $65.1 million, compared to $54.3 million at February 1, 2003. Net working capital is calculated as the difference between current assets (excluding cash) and current liabilities (excluding current portion of long-term debt). The increase in working capital for the six month period ended August 2, 2003 was due primarily to an increase in merchandise inventories for new store openings during fiscal 2003, a decrease in accrued expenses, and an increase in construction allowance receivables, partially offset by an increase in accounts payable. As of August 2, 2003, we had $47.4 million in outstanding borrowings and a remaining availability of $55.3 million net of $7.6 million used in support of letters of credit under our revolving credit facility.

Our typical new store, if leased with a landlord construction contribution adequate to cover the cost of construction of the building, requires capital expenditures between $4.0 to $5.0 million for interior finish and fixtures, and an inventory investment between $3.0 to $4.0 million, net of vendor payables. Pre-opening expense, consisting primarily of store set-up costs, training of new store employees, and travel expenses, averages approximately $600,000 per store and is expensed as incurred.

Item 2:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

Liquidity and Capital Resources (continued)
Our future capital requirements will depend on the number of new stores we open, the timing of those openings within a given year and the extent of landlord construction contributions received. For fiscal 2003, we currently estimate our total capital expenditures to range between $85.0 to $90.0 million, net of agreed-upon landlord construction contributions. The capital expenditures estimate contemplates $62.0 to $65.0 million for nine new stores that we intend to open during fiscal 2003, including the four stores we opened in the first six months of fiscal 2003. The total capital expenditure estimate also includes an estimate for construction-in-progress disbursements for anticipated fiscal 2004 openings. The capital expenditures estimate also reflects the fact that three of our planned nine store openings for fiscal 2003 do not have any landlord construction contributions as compared to eight of nine new stores in fiscal 2002 which had landlord construction contributions. Some potential store locations that we seek to develop in the future may not have landlord construction contributions available. The capital expenditure estimate for fiscal 2003 also includes approximately $8.0 to $9.0 million for remodeling and maintenance relating to our existing stores. The total capital expenditure estimate, includes an estimate for technology upgrades and corporate capital expenditures. In addition to this capital expenditures estimate, we currently anticipate approximately $5.2 to $5.5 million of non-capitalizable pre-opening costs for new stores.

We believe that developer or real estate investment company financing, longer term mortgage financing, funds available under our revolving credit facility and cash flows from operations will be sufficient to fund working capital and to finance capital expenditures requirements over the next twelve months.

New Accounting PronouncementsOn January 1, 2003, we adopted Emerging Issues Task Force (“EITF”) 02-16, Accounting by a Reseller for Cash Consideration Received from a Vendor. This EITF addresses the classification of cash consideration received from vendors in a reseller’s consolidated financial statements. The guidance related to income statement classification is to be applied in annual and interim financial statements for agreements entered into, or modifications of existing agreements, after January 1, 2003. The consensus of the EITF establishes an overall presumption that cash received from vendors is a reduction in the price of vendor’s products and should be recognized accordingly as a reduction in cost of sales at the time the related inventory is sold. Some consideration could be characterized as a reduction of expense if the cash received represents a reimbursement of specific, incremental, identifiable costs incurred by the retailer to sell the vendor’s products. For the three and six month ~~period~~periods ended ~~May~~August 32, 2003, the adoption of this statement increased our operating loss by $~~470~~340,000 ($~~282~~203,000 net of income taxes or $0.0201 per share on a fully diluted basis) and $810,000 ($486,000 net of income taxes or $0.03 per share on a fully diluted basis), respectively.

14 15

Item 2: MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

~~Seasonality~~ New ~~and~~Accounting ~~InflationOur~~Pronouncements ~~business~~(continued)On ~~cycle~~June ~~is seasonal~~1, 2003, we adopted SFAS No. 150, Accounting for Certain Financial Instruments with ~~higher~~Characteristics ~~sales~~of Both Liabilities and ~~profits~~Equity. SFAS ~~generally~~150 ~~occurring~~establishes instandards on the ~~second~~classification and ~~fourth fiscal~~measurement ~~quarters.~~of Incertain ~~fiscal~~financial ~~2002,~~instruments ~~our~~with ~~sales~~characteristics ~~results~~of ~~were~~both asliabilities ~~follows:~~and 19equity.0% The inprovisions ~~the~~of ~~first quarter,~~SFAS ~~23.8%~~150 inare ~~the~~effective ~~second~~for ~~quarter,~~financial ~~21.7%~~instruments inentered ~~the~~into ~~third~~or ~~quarter~~modified ~~and~~after ~~35.5%~~May in31, ~~the~~2003 ~~fourth quarter.~~and Weto ~~have~~all ~~significantly~~instruments ~~higher~~that ~~cash~~exist ~~outlays~~as inof the ~~fiscal~~beginning ~~fourth~~of ~~quarter~~the ~~due~~first ~~to higher~~interim ~~purchase~~financial ~~volumes~~reporting ~~and~~period ~~increased~~beginning ~~staffing~~after June 15, 2003. The adoption of this statement did not have a material impact on the consolidated financial statements.

Seasonality and Inflation
Our business cycle is seasonal, with higher sales and profits generally occurring in the second and fourth fiscal quarters. In fiscal 2002, our sales results were as follows: 19.0% in the first quarter, 23.8% in the second quarter, 21.7% in the third quarter and 35.5% in the fourth quarter. In addition, we have higher seasonal cash outlays in the fourth quarter for purchase volumes, staffing and marketing costs.

We do not believe inflation had a material effect on the unaudited consolidated financial statements for the periods presented. There can be no assurance, however, that our business will not be affected by inflation in the future.

Cautionary Note Regarding Forward-Looking Statements
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained or incorporated by reference in this Quarterly Report on Form 10-Q (“Report”) or made by our management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results for 2003 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Report or otherwise made by our management:

• risks associated with our ability to implement our growth strategies or manage our growing business, including the availability of suitable store locations on appropriate financing and other terms and the availability of adequate financing sources and our limited history of opening and operating new stores; • the impact of increased competition and pricing and expenses associated with advertising and promotion in response thereto; • changes in consumer confidence, preferences and spending patterns and overall economic conditions; • risks relating to the level of markdowns necessary to clear aged inventory; • risks associated with the seasonality of the retail industry, the retail sporting goods industry and our business;

~~• the impact of competition and pricing;~~ 16

•Item ~~changes~~2: inMANAGEMENT’S ~~consumer~~DISCUSSION ~~confidence,~~AND ~~preferences~~ANALYSIS ~~and~~OF ~~spending~~FINANCIAL ~~patterns~~CONDITION ~~and~~AND ~~overall~~RESULTS ~~economic~~OF ~~conditions;~~OPERATIONS – CONTINUED

Cautionary Note Regarding Forward-Looking Statements (continued) • the potential impact of natural disasters or national and international security concerns on the retail environment; • risks ~~associated~~relating ~~with~~to the ~~seasonality~~regulation of the ~~retail~~products ~~industry~~we sell, including firearms; • risks associated with the ~~retail~~possible ~~sporting~~inability ~~goods~~of ~~industry~~our vendors to deliver products in a timely manner; • risks associated with relying on foreign sources of production; • risks relating to changes in our management information systems; • risks relating to operational and financial restrictions imposed by our ~~business~~revolving credit facility; and • other risk factors described from time to time in reports filed by the Company with the Securities and Exchange Commission

• Other ~~the~~risks, ~~potential~~uncertainties ~~impact~~and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. The list of ~~natural~~factors ~~disasters~~that ormay ~~national~~affect future performance and ~~international~~the ~~security~~accuracy ~~concerns~~of onforward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the ~~retail~~understanding ~~environment;~~of their inherent uncertainty. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

• risks relating to the regulation of the products we sell, including firearms;

• risks associated with the possible inability of our vendors to deliver products in a timely manner;

• risks associated with relying on foreign sources of production and risks relating to changes in our management information systems; and

• other risk factors described from time to time in SEC reports filed by Galyan’s Trading Company, Inc.

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – CONTINUED

Cautionary Note Regarding Forward-Looking Statements (continued)Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. The list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Galyan’s Website and Access to Filings
We post all of our periodic reports on Form 10-K and 10-Q, and current reports on Form 8-K, on our website at www.galyans.com as soon as reasonably practical after the reports are filed with or furnished to the Securities and Exchange Commission. Access to these reports is free of charge.

Item 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate ~~RiskOur~~Risk Our exposure to interest rate risk consists primarily of borrowings under our revolving credit facility and our line of credit used for the construction of a new store which are benchmarked to U.S. and European short-term variable rates. On May 1, 2003, we paid all remaining outstanding principal and interest on our line of credit used for the construction of a new store. Borrowings outstanding on our line of credit agreement used for the construction of a new store as of February 1, 2003 were $6~~,000,000~~.0 million. Borrowings outstanding under our revolving credit facility as of ~~May~~August 32, 2003 and February 1, 2003 were $~~48,650,000~~47.4 million and $0, respectively. As of ~~May~~August 29, 2003, borrowings outstanding under our revolving credit facility were $~~54,000,000~~40.0 million. A hypothetical one percentage point interest rate change from those in effect during the ~~three~~six month periods ended ~~May~~August 32, 2003 and ~~May~~August 43, 2002 would have resulted in interest expense fluctuating by approximately $66190,000 and $2760,000, respectively.

Item 4:

CONTROLS AND PROCEDURES

~~Disclosure~~ Based on an evaluation of our disclosure controls and procedures ~~are~~(as ~~designed~~defined toin ~~ensure~~Exchange ~~that information~~Act ~~required~~Rules to13a-15(e) beand ~~disclosed~~15d-15(c)) inas ~~our~~of ~~periodic~~August ~~reports~~2, ~~filed~~2003, orour ~~submitted~~Chief ~~under the~~Executive ~~Securities~~Officer ~~Exchange~~and ~~Act~~Chief ofFinancial ~~1934,~~Officer ashave ~~amended,~~concluded isthat ~~recorded,~~our ~~processed,~~disclosure ~~summarized~~controls and ~~reported~~ ~~within~~procedures ~~required~~are ~~time~~effective ~~periods.~~in ~~Within~~timely 90alerting ~~days~~our ~~prior~~management to ~~the~~material ~~date~~information ofrequired ~~this~~to ~~Report, we~~be ~~carried~~included ~~out~~in anthis ~~evaluation~~Form ~~under~~10-Q ~~the~~and ~~supervision~~other ~~and~~Exchange ~~with~~Act ~~the~~filings. There ~~participation~~have ofbeen ~~our Chief~~no ~~Executive~~changes ~~Officer~~in ~~and~~our ~~Chief~~internal ~~Financial~~controls ~~Officer~~over offinancial ~~the~~reporting ~~effectiveness~~that ofoccurred ~~our disclosure~~during ~~controls~~the ~~and~~quarter ~~procedures.~~ended ~~Based~~August on2, 2003 that ~~evaluation,~~have ~~our~~materially ~~Chief~~affected, ~~Executive Officer~~or ~~and~~are ~~Chief~~reasonably ~~Financial~~likely ~~Officer~~to ~~concluded~~materially ~~that~~affect, our ~~controls~~internal ~~and~~control ~~procedures~~over ~~were effective.~~financial reporting.

Subsequent to the date of their evaluation, there have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls.

Part II. OTHER INFORMATION

Item 4:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An annual meeting of our shareholders was held on May 15, 2003. The only matter voted on at the meeting was for the election of directors. The results of the voting were as follows:

Robert B. Mang, Norman S. Matthews, Byron E. Allumbaugh, Frank J. Belatti, Stuart B. Burgdoerfer, Timothy J. Faber, Michael Goldstein, Todd W. Halloran, George R. Mrkonic, Jr., John M. Roth, Ronald P. Spogli and Peter Starrett were elected to serve on the Board of Directors until the annual meeting of shareholders in 2004 or until his or her successor is elected and qualified. Of the 16,281,962 shares present in person or represented by proxy at the meeting, the number of shares voted for and the number of shares as to which authority to vote in the election was withheld were as follows, with respect to each of the nominees:

Name	Shares Voted for Election	Shares as to Which Voting Authority Withheld

Robert B. Mang	16,062,624	219,338
Norman S. Matthews	15,796,801	485,161
Byron E. Allumbaugh	16,085,124	196,838
Frank J. Belatti	16,029,539	252,423
Stuart B. Burgdoerfer	16,016,839	265,123
Timothy J. Faber	16,016,839	265,123
Michael Goldstein	16,085,024	196,938
Todd W. Halloran	16,070,724	211,238
George R. Mrkonic, Jr.	16,085,124	196,838
John M. Roth	16,057,585	224,377
Ronald P. Spogli	16,055,685	226,277
Peter Starrett	15,746,166	535,796

Part II. OTHER INFORMATION

Item 6:

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit Number		Description
Exhibit 10.14		Amended and restated credit agreement among Galyan’s Trading Company Inc., and JPMorgan Chase Bank, as administrative agent, for the syndication of participating banks, dated as of April 25, 2003.
Exhibit 10.15		Restricted Stock Agreement, dated as of September 3, 2003, by and between Registrant and Edwin Holman.
Exhibit 99.1		Section 1350 Certifications
Exhibit 10.16		Stock Option Agreement, dated as of September 3, 2003, by and between Registrant and Edwin Holman.
Exhibit 10.17		Employment Agreement, dated as of July 1, 2003, by and between Registrant and Robert B. Mang.
Exhibit 10.18		Amended Employment Agreement, dated as of August 29, 2003, by and between Registrant and Edwin Holman.
Exhibit 31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

On ~~March~~ On 20May 8, 2003, we filed on Form 8-K an announcement containing ~~the~~net ~~results~~sales ~~of our~~and ~~fourth~~comparable ~~quarter~~store ofsales ~~fiscal~~results ~~2002,~~for the ~~results~~first quarter of fiscal ~~2002 and other information included therein~~2003, ~~including~~revised ~~the~~guidance ~~consolidated statements of operations, the consolidated balance sheets and the consolidated statements of cash flows~~ for ~~the~~first ~~fourth~~ quarter of2003 ~~fiscal~~earnings ~~2002~~per share, and ~~for~~other ~~fiscal~~information ~~2002~~included therein.

On ~~April~~ On 24May 23, 2003, we filed on Form 8-K ~~our~~an ~~certification~~announcement ofcontaining ~~periodic~~the ~~financial reports~~results ~~for~~of our ~~Principal~~first ~~Executive~~quarter ~~Officer~~of fiscal 2003, and ~~Principal~~other ~~Financial~~information ~~Officer pursuant~~included totherein, 18including ~~U.S.C.~~the ~~ss.~~consolidated ~~1350~~statements asof ~~adopted~~operations, ~~pursuant~~consolidated tobalance ~~Section~~sheets, ~~906~~and the consolidated statements of cash flows for the ~~Sarbanes-Oxley~~ ~~Act~~first quarter of ~~2002.~~fiscal 2003.

On ~~April~~ On 28July 10, 2003, we filed on Form 8-K an announcement ~~that~~containing weupdated ~~had~~guidance ~~entered~~ranges ~~into an amended and restated credit agreement with JPMorgan Chase Bank, as administrative agent,~~ for ~~the~~second ~~syndication~~quarter of2003 ~~participating~~net ~~banks. Under this agreement~~sales, ~~our~~fully ~~revolving~~diluted ~~credit~~earning ~~facility~~per ~~maximum~~share ~~borrowing capacity increased to $250.0 million from $160.0 million~~ and ~~will~~comparable ~~mature~~store ~~in April 2008~~sales.

17 19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

GALYAN’S TRADING COMPANY, INC.

Date: June 16, 2003	By: /s/ EDWARD S. WOZNIAK
Date: September 15, 2003	By: /s/ Edward S. Wozniak
	Edward S. Wozniak
	Senior Vice President and Chief Financial Officer (signing on behalf of the registrant and as principal financial officer)
	Senior Vice President and
	Chief Financial Officer
	(signing on behalf of the registrant and as principal financial officer)

CERTIFICATIONS

I, Robert B. Mang, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Galyan’s Trading Company, Inc;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c.) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b.) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 16, 2003	/s/ ROBERT B. MANG
	Robert B. Mang
	Chief Executive Officer and Chairman of the Company

CERTIFICATIONS

I, Edward S. Wozniak, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Galyan’s Trading Company, Inc;

b.) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c.) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b.) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: June 16, 2003	/s/ EDWARD S. WOZNIAK
	Edward S. Wozniak
	Senior Vice President and Chief Financial Officer

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