EXHIBIT 22

                    PARENTS AND SUBSIDIARIES AS OF DECEMBER 31, 1993

     The registrant is the direct parent corporation (owning all of the
capital stock) of Footaction, Inc., a Texas corporation and the following
Minnesota corporations, all of which, except the first two, also operate
specialty retail chain stores; Smart Step H.C., Inc.; Meldisco H.C., Inc.; CVS
H.C., Inc.; Bob's H.C., Inc., Rosedale Wilsons, Inc.; Rosedale This End Up,
Inc.; Rosedale Open Country, Inc.; Bloomington, MN., L.T., Inc.;
Apache-Minnesota Thom McAn, Inc.; Southdale Kay-Bee Toy, Inc. and Marshalls of
Roseville, MINN., Inc.

     Marshalls of Roseville, MINN., Inc. is the parent corporation (owning all
of the capital stock) of 490 subsidiaries, all of which were formed to operate
specialty retail stores, all located in the United States selling primarily
apparel for men, women and children.

     Southdale Kay-Bee Toy, Inc. is the parent corporation (owning all of the
capital stock) of 670 subsidiaries, all of which were formed to operate
specialty retail stores, all located in the United States or Puerto Rico,
selling primarily toys, games and hobby products.

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     Rosedale Wilsons, Inc. is the parent corporation (owning directly or
indirectly all of the capital stock) of 436 subsidiaries, all of which were
formed to operate specialty retail stores, all located in the United States,
selling primarily leather and suede apparel and accessories for men and women.

     Bloomington, MN., L.T., Inc. is the parent corporation (owning all of the
capital stock) of 256 subsidiaries, all of which were formed to operate
specialty retail stores, all located in the United States, selling quality
brand name linens, towels, bath and other household items.

     Rosedale This End Up, Inc., is the parent corporation (owning all of the
capital stock) of 166 subsidiaries, 154 of which were formed to operate
specialty retail stores, located in the United States or Canada selling a
distinctive line of casual crate-designed furniture.

     CVS H.C., Inc., is the parent corporation (owning all of the capital
stock) of 1,143 subsidiaries, all of which were formed to operate specialty
retail stores located in the United States, selling prescription drugs, health
and beauty aids.

     Rosedale Open Country, Inc., is the parent corporation (owning all of the
capital stock) of 263 subsidiaries all of which were formed to operate
specialty retail stores located in the United States selling brand name
athletic footwear and related apparel for men, women and children.

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     Apache-Minnesota Thom McAn, Inc., is the parent corporation (owning all
of the capital stock) of 791 subsidiaries all of which were formed to operate
specialty retail stores located in the United States, Puerto Rico or the U.S.
Virgin Islands selling men's and women's footwear.

     Meldisco H.C., Inc. is the parent corporation of 2,391 subsidiaries(owning
51% of the capital stock of 2,391 subsidiaries and 100% of the capital stock of
474 subsidiaries) all of which were formed to operate leased footwear
departments in Kmart or Pay Less Drug Stores all located in the United States
Puerto Rico or the Czech Republic and Slovakia.

     Bob's H.C., Inc., is the parent corporation (owning all of the capital
stock) of twelve subsidiaries which were formed to operate specialty retail
stores located in the United States, selling casual clothing and footwear for
the entire family.

     The registrant is also the direct parent corporation of Thom McAn
Manufacturing, Inc., a North Carolina corporation and the indirect parent
corporation of Marshall's, Inc., a Massachusetts corporation, Kay-Bee Toy &
Hobby Shops, Inc., a Massachusetts corporation, Wilsons House of Suede, Inc.,
a California corporation, Linens 'n Things, Inc., a New Jersey corporation,
T.E.U., Incorporated, a Virginia corporation, This End Up, Inc., a Virginia
corporation, This End Up Furniture

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Company, a North Carolina corporation, T.E.U. Transportation, Inc. a Virginia
corporation, Bob's Inc., a Connecticut corporation, Peoples Drug Stores,
Incorporated, a Maryland corporation, CW Kay-Bee, Inc., a New York corporation
and K & K Kay-Bee, Inc., a Virginia corporation, all of which are included in
the consolidated financial statements of the registrant.

     Several of the subsidiaries referred to in this Exhibit have not yet
opened their stores for business, and several no longer operate any stores. 
All of the subsidiaries referred to herein are included in the consolidated
financial statements of the registrant.

     The names of other subsidiaries are omitted as, considered in the
aggregate as a single subsidiary, they would not constitute a significant
subsidiary.



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