SecProbe.io

Mail Stop 3561                  January 30, 2009  Edward W. Stack  Chairman and Chief Executive Officer,  President  Dick’s Sporting Goods, Inc.  300 Industry Drive RIDC Park West  Pittsburgh, Pennsylvania  15275
 Re:  Dick’s Sporting Goods, Inc.
  Form 10-K for Fiscal Year Ended February 2, 2008
  Filed March 27, 2008   Definitive Proxy Statement on Schedule 14A   Filed May 7, 2009   File No. 001-31463

Dear Mr. Stack:
  We have reviewed your filing and have the following comments.  You should comply with the comments in all future filings, as applicable.  Please confirm in writing
that you will do so, and also explain to us in sufficient detail how you intend to comply
by providing us with your proposed revisions .  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explan ation.  After reviewing this information, we
may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25

Overview
1. Recent news reports regarding the economy and analyses of the recent difficulties
in the retail, financial and credit mark ets have focused on the negative impact

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.
January 30, 2009 Page 2 of 4
these uncertain times have had on cons umer retail spending in 2008.  Please
ensure that you discuss in detail the actions you have ta ken and expect to continue
to take in light of the current economic e nvironment with respect to reductions in
capital spending or implementation of operating expense reductions.  Please
revise your disclosure to provide an overview of your performance in the last
fiscal year, to discuss how these trends and current economic issues are affecting your current operations as well as liqui dity, and to discuss the impact you
anticipate they will have in future periods. In this regard, discuss any specific programs you have developed or will devel op in order to address these trends and
offset their impact on results of opera tions in future periods. See Item
303(a)(1)(2)(3) of Regulation S-K. Als o, for further guidance please refer to
Interpretative Release Nos. 33-8350 a nd 34-48960 issued by the Commission in
December 2003.
Liquidity and Capital Resources, page 36

2. Item 303(A)(1) and (2) of Regulation S-K states that you should discuss known
trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to  impact your liquidity in any material way
as well as any material changes in the mix or relative cost of your capital resources.  Given recent trends and conditi ons in the retail economic environment,
please expand your disclosure to  address the current and po tential future impact of
these trends and conditions on your li quidity and capital resources, giving
particular consideration to the fact that your primary s ources of liquidity are cash
flows from operations and your Credit Ag reement.  For example, we note your
indication that you are cons tructing a 657,000 square foot distribution center near
Atlanta, Georgia which is expected to  be completed during fiscal 2008.  As
another example, we note that holders of the senior secured convertible notes due
2024 currently have the right  to elect to put the no tes to you.  Discuss how you
plan to finance construction of this faci lity, any store expansions that you intend
to complete in fiscal 2008, and any elections noteholders may deliver to you for purposes of converting the notes.

Item 9A. Controls and Procedures, page 38
3. We note your disclosure that your chie f executive officer and chief financial
officer concluded that your disclosure cont rols and procedures are effective as of
such date “in ensuring that mate rial information relating to the
Company…required to be disc losed by [you] in reports th at it files or submits
under the Exchange Act is recorde d, processed, summarized, accumulated,
communicated and reported, within the tim e periods specified in the SEC rules
and forms.”  As you have included a portion of the definition of disclosure controls and procedures with your eff ectiveness conclusion, you must include the
entire definition.  Please confirm that in fu ture filings, you will revise to disclose,

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.
January 30, 2009 Page 3 of 4
if true, that your disclosure controls and procedures are also effective to ensure
that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s
management, including its principal executiv e and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.  See Excha nge Act Rule 13a-15(e).  Alternatively,
you may simply state that the officers concluded that your disclo sure controls and
procedures are effective.
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 19

 Compensation Discussion and Analysis, page 19

 Benchmarking Executive Compensation, page 21

4. We note your indication that the Compensation Committee approved the
establishment of an Executive Compensation Retail Peer Group using certain criteria, including retailers with reve nues generally up to double the annual
revenues of the Company.  Please revise to disclose why you would include in
your peer group companies that meet th is criteria, as opposed to utilizing
companies with annual revenue equal to yours.

Annual Bonus, page 23

5. We note that you have disclosed the 2007 and 2008 consolidated EBT targets,
however, with respect to the other metrics you utilize for purposes of your annual
bonus program, such as Dick’s EBT, Sales, Margin Pe rcent Increase and
Inventory Turn Ratio, you state that those me trics were set at levels “such that the
relative difficulty of achieving the target leve l is consistent from year to year.”
Please disclose the 2007 target level associat ed with each of these metrics.  To the
extent you believe disclosure of these me trics is not requir ed because it could
result in competitive harm, provide us on a supplemental basis a detailed
explanation for this conclusion.  See in struction 4 to Item 402(b) and Question
118.04 of our Regulation S-K Compliance and Disclosure Interpretations located
at our web-site, www.sec.gov .
6. We note you provide the amounts that were  paid to your named executives in
connection with your 2007 bonus program  on page 24, however, you have not
explained how each of the amounts you arrived at were determined based upon achievement of the company metrics disclose d on page 23.  Please revise so that it
is clear how you arrived at  the amounts you disclose here and in the Summary
Compensation Table.

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.  January 30, 2009 Page 4 of 4
*****

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the adequacy  and accuracy of the disc losures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Mara L. Ransom, Legal Branch Chief, at (202) 551-3264, or me
at (202) 551-3725 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director