As Filed With the Securities and Exchange Commission
on September 14, 1995

Registration No. 33-_______
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GENESCO INC.
(Exact name of Registrant as specified in its charter)

TENNESSEE 62-0211340
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

GENESCO PARK 37217-2895
1415 MURFREESBORO ROAD (Zip Code)
NASHVILLE, TENNESSEE
(Address of Principal Executive Offices)

GENESCO EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

ROGER G. SISSON
GENESCO INC.
GENESCO PARK
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(Name and address of agent for service)

(615) 367-7000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered(1) registered share(2) price(2) registration fee
---------------------------------------------------------------------------------------------------------

Common Stock, par
value $1.00 per share 1,000,000 shares $3.51 $3,510,000 $1,210.34
---------------------------------------------------------------------------------------------------------

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated based on the
average of the high and low trading prices reported on the New York Stock
Exchange Composite Transactions tape for September 7, 1995 in accordance with
Rule 457(c) and (h).
2

PART II

INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by Genesco Inc., a Tennessee
corporation (the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995;

(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1995; and

(c) The description of the Registrant's Common Stock, par
value $1.00 per share (the "Common Stock"), contained
in the Registrant's registration statement on Form
8-A, as amended or updated pursuant to the Exchange
Act.

All documents and reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

II-2
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of the directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good
faith; (ii) in the case of conduct in an official capacity with the
corporation, he reasonably believed such conduct was in the corporation's best
interests; (iii) in all other cases, he reasonably believed that his conduct
was at least not opposed to the best interests of the corporation; and (iv) in
connection with any criminal proceeding, such person had no reasonable cause to
believe his conduct was unlawful. In actions brought by or in the right of the
corporation, however, the TBCA provides that no indemnification may be made if
the director or officer was adjudged to be liable to the corporation. The TBCA
also provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that such personal benefit
was improperly received. Notwithstanding the foregoing, the TBCA provides that
a court of competent jurisdiction, unless the corporation's charter provides
otherwise, upon application, may order that an officer or director be
indemnified at reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) such
officer or director was adjudged liable to the corporation in a proceeding by
or in right of the corporation; (ii) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or
(iii) such officer or director breached his duty of care to the corporation.

The Registrant's Restated Charter and the Registrant's Bylaws provide
that no director shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of any fiduciary duty as a
director except to the extent provided by the TBCA. Under the TBCA, this
provision relieves the Registrant's directors from personal liability arising
from a judgment or other final adjudication establishing (i) any breach of the
director's duty of loyalty, (ii) acts or commissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii) any
unlawful distributions. The Registrant has entered into indemnification
agreements with each of its directors.

The foregoing statements contained within this Item 6 are subject to
the detailed provisions of the Tennessee Business Corporation Act, the
Registrant's Restated Charter and the Registrant's Bylaws referenced above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

II-3
4

ITEM 8. EXHIBITS

4.1 Genesco Employee Stock Purchase Plan.

4.2 Restated Charter of the Registrant (previously filed as
Exhibit (3)b to the Registrant's Annual Report on Form 10-K
for the year ended January 31, 1993).

4.3 Bylaws of the Registrant (previously filed as Exhibit (3)a
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995).

5 Opinion of Registrant's legal counsel.

23.1 Consent of Registrant's legal counsel (included in Exhibit 5).

23.2 Consent of Price Waterhouse LLP.

24 Powers of Attorney (included at pages II-5 and II-6).

ITEM 9. UNDERTAKINGS

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment hereof) which
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act, that are incorporated by
reference in the Registration Statement.

II-4
5

(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5
6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on the 14th day of September, 1995.

GENESCO INC.

By: /s/ David M. Chamberlain
---------------------------
David M. Chamberlain
Chairman, President and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James S. Gulmi and Roger G.
Sisson, or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:

SIGNATURE TITLE DATE
--------- ----- ----

Chairman, President,
/s/ David M. Chamberlain Chief Executive Officer
------------------------ and Director (Principal
David M. Chamberlain Executive Officer) September 14, 1995

II-6
7

/s/ James S. Gulmi Vice President, Finance
------------------ and Treasurer (Principal
James S. Gulmi Financial Officer September 14, 1995

/s/ Paul D. Williams Principal Accounting
-------------------- Officer September 14, 1995
Paul D. Williams

/s/ Harry D. Garber
-------------------
Harry D. Garber Director September 14, 1995

/s/ W. Lipscomb Davis, Jr.
--------------------------
W. Lipscomb Davis, Jr. Director September 14, 1995

/s/ John Diebold
----------------
John Diebold Director September 14, 1995

/s/ Joel C. Gordon
------------------
Joel C. Gordon Director September 14, 1995

/s/ William A. Williamson, Jr.
------------------------------
William A. Williamson, Jr. Director September 14, 1995

/s/ William S. Wire II
----------------------
William S. Wire II Director September 14, 1995

II-7
8

EXHIBIT
INDEX

Exhibit
No Exhibit Description
------- ----------------------------------------------------------------

4.1 Genesco Employee Stock Purchase Plan

4.2 Restated Charter of the Registrant (previously filed as
Exhibit (3)b to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 1993)

4.3 Bylaws of the Registrant (previously filed as Exhibit (3)a
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995)

5 Opinion of Registrant's legal counsel

23.1 Consent of Registrant's legal counsel (included in Exhibit 5)

23.2 Consent of Price Waterhouse LLP

24 Powers of Attorney (included at pages II-6 and II-7)

II-8