VENATOR GROUP, INC.
September 14, 1998
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Venator Group, Inc. (formerly known as Woolworth
Corporation) Registration Statement on Form S-4
(Reg. No. 333-56439)
Ladies and Gentlemen:
Pursuant to Rules 477 and 478 under the Securities Act of 1933,
on behalf of Venator Group, Inc. (formerly known as Woolworth
Corporation), a New York corporation ("Venator"), application is made to
withdraw the Registration Statement on Form S-4 (Reg. No. 333-56439) that
was filed by Venator with the Securities and Exchange Commission on June
9, 1998 in connection with a proposed Agreement and Plan of Merger, dated
as of May 7, 1998 (the "Merger Agreement"), among Venator, Liberty Merger
Sub Inc., a Delaware corporation and a wholly owned subsidiary of Venator,
and The Sports Authority, Inc., a Delaware corporation. The termination of
the Merger Agreement by mutual agreement of the parties on September 11,
1998, are the grounds for such withdrawal.
If you have any questions or comments concerning this filing,
please contact the undersigned at (212) 553-2000.
Very truly yours,
/s/ Gary M. Bahler
________________________
Name: Gary M. Bahler
Title: Senior Vice President, General Counsel
and Secretary
cc: Frank W. Bubb, III, Esq.
John S. Fletcher, Esq.
Chris Owings
The New York Stock Exchange, Inc.