SecProbe.io

July 17, 2013

Via E -mail
Edward W. Stack
Chief Executive Officer
Dick’s Sporting Goods, Inc.
345 Court Street
Coraopolis, Pennsylvania 15108

Re: Dick’s Sporting Goods, Inc.
 Form  10-K for the Year Ended February 2, 2013
Filed March 22, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 19, 2013
File No. 1-31463

Dear Mr. Stack :

We have reviewed your filings  and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
respons e to this comment,  we may have  additional comments.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 22

Components of Compensation, page 28

Short -Term Incentive Awards, page 29

1. Please tell us how you d etermined the “component attainment” of 98.71% and 98.38%
for Mr. Stack with respect to EBT and Strategic Goals, respectively.   Please also tell us
how you determined the “component attainment” of 184.04% and 163.03% for your other
named executive officers  with respect to EBT and Strategic Goals, respectively.

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.
July 17, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and al l applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our  comments, please provide  a written 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact  Charles Lee, Staff Attorney , at (202) 551 -3427 or Dietrich A. King,
Legal Branch Chief, at (202) 551 -3338  if you have questions .

Sincerely,

/s/ Dietrich A. King  for

Mara L. Ransom
Assistant Director