JUST FOR FEET INC
8-K/A, 2000-01-03
SHOE STORES
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 8-K/A

                               AMENDMENT NO. 1

                                      TO

                                CURRENT REPORT

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


Date of Report (Date of earliest event reported)      December 7, 1999
                                                --------------------------------



                              JUST FOR FEET, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                   <C>                        <C>
Delaware                                   0-23570                  52-2098043
- ----------------------------------------------------------------------------------------
(State or other jurisdiction          (Commission File Number)             (IRS Employer
of incorporation)                                                Identification No.)

7400 Cahaba Valley Road, Birmingham, Alabama                                       35242
- ----------------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)
</TABLE>


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



                                Not applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


Amended items:  Item 7. Financial Statements and Exhibits.

<PAGE>

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


     (c)  Exhibits:   16   Letter to the Securities and Exchange Commission from
                           Deloitte & Touche LLP

                                      -1-

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    JUST FOR FEET, INC.



                                    By: /s/ Armand J. Carrano
                                        -------------------------------------
                                        Armand J. Carrano
                                        Interim Chief Financial Officer


Dated: January 3, 2000
       ---------------


<PAGE>

                                                                      EXHIBIT 16



December 29, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have read and agree with the statements of Just For Feet, Inc. (the
"Company") included in Item 4 of its Form 8-K dated December 7, 1999, except as
follows:

We agree with the Company's statement in the first sentence of the sixth
paragraph, that the Company was provided a copy of a proposed management letter,
but believe it was provided to the Company in August 1999.

We are not in a position to agree or disagree with the Company's statement in
the third sentence of the sixth paragraph, except that we were not informed of
any disagreements by the Company's management with our identification of the
matters communicated to the Company related to the accounts payable system and
vendor receivables as reportable conditions.

We agree with the Company's statement in the fourth sentence of the sixth
paragraph with the clarification that we made a number of attempts to have such
discussions with the Company's management.

We disagree with the Company's statement in the fifth sentence of the sixth
paragraph. On August 18, 1999, we met with and discussed with the Company's
audit committee, among other items, reportable conditions in the Company's
internal control noted in our audit of the Company's financial statements as of
and for the fiscal year ended January 30, 1999, related to the Company's
accounts payable system and vendor receivables. Reportable conditions involve
matters coming to the auditor's attention that, in his judgment, should be
communicated to the audit committee because they represent significant
deficiencies in the design or operation of internal control, which could
adversely affect the organization's ability to record, process, summarize, and
report financial data consistent with the assertions of management in the
financial statements.

Yours truly,

/s/ Deloitte & Touche
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