8-K

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                       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 14, 1996





                              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 14, 1996 the Registrant announced that its Board of
Directors called for the redemption of all of the outstanding shares of the
Registrant's $2.20 Series A Convertible Preferred Stock ("Preferred Stock") on
October 23, 1996 at the redemption price of $45 per share. Shares of Preferred
Stock may be converted into shares of the Registrant's Common Stock at the rate
of 5.68 shares of Common Stock for each share of Preferred Stock. Conversion
rights expire at 5:00 P.M. New York City time on October 18, 1996.

                  (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 16, 1996                 By: /s/GARY M. BAHLER
                                           -------------------------------
                                          Gary M. Bahler
                                          Vice President, General
                                          Counsel and Secretary


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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                                                   *
           6                                                   *
           7                                                   *
           8                                                   *
           9                                                   *
          10                                                   *
          11                                                   *
          12                                                   *
          13                                                   *
          14                                                   *
          15                                                   *
          16                                                   *
          17                                                   *
          18                                                   *
          19                                                   *
          20                                                   *
          21                                                   *
          22                                                   *
          23                                                   *
          24                                                   *
          25                                                   *
          26                                                   *
          27                                                   *
          28                                                   *
          99                                              News Release Dated
                                                          August 14, 1996


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


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EX-99

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                       [WOOLWORTH CORPORATION LETTERHEAD]


                                                   CONTACT: Frances E. Trachter
FOR IMMEDIATE RELEASE                                         (212) 553-2394


                  WOOLWORTH CORPORATION REDEEMS PREFERRED STOCK


NEW YORK, August 14, 1996 -- The Board of Directors of Woolworth Corporation
(NYSE:Z) at its meeting today called for the redemption of all of the
outstanding shares of the Company's $2.20 Series A Convertible Preferred Stock
on October 23, 1996 at the redemption price of $45 per share.

Preferred Stock may be converted into shares of the Company's Common Stock at
the conversion rate of 5.68 shares of Common Stock for each share of Preferred
Stock. Conversion rights expire at 5:00 PM New York City time on October 18,
1996. No shares of Preferred Stock may be converted from October 19, 1996 to
October 23, 1996.

The Company previously declared the regular quarterly dividend on shares of
Preferred Stock, payable September 1, 1996 to shareholders of record on August
1, 1996. No dividend or interest will be paid upon redemption.

First Chicago Trust Company of New York, 14 Wall Street, New York, NY 10005, the
corporation's transfer agent, will act as the Company's Conversion and
Redemption Agent. Appropriate information will be mailed to all holders of
Preferred Stock.

At August 1, there were 94,949 shares of Preferred Stock outstanding.


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