8-K

 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               -------------------



                                    FORM 8-K


                                 CURRENT REPORT


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



                               -------------------




Date of Report (Date of earliest event reported):  August 13, 1997





                              WOOLWORTH CORPORATION
             (Exact name of registrant as specified in its charter)



      New York                       No. 1-10299             13-3513936
(State or other jurisdic-           (Commission            (IRS Employer
 tion of incorporation)              File Number)        Identification No.)



233 Broadway, New York, New York                           10279-0003
(Address of principal executive offices)                   (Zip Code)




Registrant's telephone number, including area code: (212) 553-2000



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Item 5.     Other Events.

            On August 13, 1997, the Registrant announced that Reid Johnson had
been named Senior Vice President and Chief Financial Officer of the Registrant,
effective September 8, 1997. (See Exhibit 99, which, in its entirety, is
incorporated herein by reference.)


Item 7.     Financial Statements and Exhibits.

(c)   Exhibits


            In accordance with the provisions of Item 601 of Regulation S-K, an
index of exhibits is included in this Form 8-K on page 3.


                                   SIGNATURES


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



                                        WOOLWORTH CORPORATION
                                             (Registrant)


Date:  August 14, 1997              By: /s/JOHN H. CANNON
                                        ----------------------------
                                        John H. Cannon
                                        Vice President and Treasurer









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                              WOOLWORTH CORPORATION

                                INDEX OF EXHIBITS
                             FURNISHED IN ACCORDANCE
                             WITH THE PROVISIONS OF
                           ITEM 601 OF REGULATION S-K

Exhibit No. in Item 601
   of Regulation S-K                                  Description

        1                                                  *
        2                                                  *
        3                                                  *
        4                                                  *
        5                                                  *
        8                                                  *
        9                                                  *
       10                                                  *
       11                                                  *
       12                                                  *
       13                                                  *
       15                                                  *
       16                                                  *
       17                                                  *
       18                                                  *
       19                                                  *
       20                                                  *
       21                                                  *
       22                                                  *
       23                                                  *
       24                                                  *
       25                                                  *
       26                                                  *
       27                                                  *
       99                                              News Release Dated
                                                       August 13, 1997


- -----------------------------
  * Not applicable.




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EX-99

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                                                                 EXHIBIT 99
                     [WOOLWORTH CORPORATION LETTERHEAD]


                                              NEWS RELEASE

                                              CONTACT:   Juris Pagrabs
                                                         Vice President
                                                         Investor Relations
                                                         (212) 553-7017

FOR IMMEDIATE RELEASE



                  WOOLWORTH CORPORATION NAMES REID JOHNSON
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER


NEW YORK, New York, August 13, 1997 - Woolworth  Corporation (NYSE:Z) today
announced  that Reid Johnson,  age 55, has been named Senior Vice President
and Chief Financial Officer, effective September 8, 1997. Mr. Johnson fills
a position that had been vacant since last April.

Mr. Johnson, who will report to Dale Hilpert, President and Chief Operating
Officer,  has  served  since 1994 as  Executive  Vice  President  and Chief
Financial  Officer for Musicland,  the  Minneapolis-based  specialty retail
music chain operator of 1,500 stores.  Mr. Johnson began his  distinguished
career at the Dayton Hudson Corporation in 1968 and became its Treasurer in
1971 and its Vice  President and  Controller in 1974.  From 1975 to 1985 he
served as Senior  Vice  President  and Chief  Financial  Officer  of Target
Stores,  a division of Dayton Hudson  Corporation  and from 1985 to 1994 he
was Vice Chairman,  Chief Administrative  Officer for the $3 billion stores
division of Dayton Hudson Department Store Company.

"With Reid's extensive retail background in finance, treasury,  information
systems, real estate and distribution, he will bring an added dimension and
important  strength to our management team," said Roger N. Farah,  Chairman
of the  Board and Chief  Executive  Officer.  "We are  looking  forward  to
benefiting  greatly  from  his  leadership  and  his  extensive   retailing
knowledge,  which will play an invaluable role in effectively  managing new
growth opportunities for the Woolworth Corporation."

Mr.  Johnson  received  his  M.B.A.  from the  Harvard  Graduate  School of
Business Administration in 1968 and his B.A. in Mathematics from Middlebury
College in 1964.

Woolworth  Corporation is a diversified  global retailer that operates over
7,100 retail stores in 12 countries in North America, Europe and Australia.
Through its athletic  group of specialty  retail  formats,  including  Foot
Locker,  Lady Foot Locker,  Kids Foot Locker and Champs Sports stores,  the
Company is the world's largest  provider of athletic  footwear and apparel.
Other specialty retail chains include the Northern Group of apparel stores,
After Thoughts jewelry stores and Kinney family shoe stores.

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