<PAGE>   1
                                                   Registration No. 333-________

   As filed with the Securities and Exchange Commission on February 4, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Woolworth Corporation
             (Exact name of registrant as specified in its charter)

           New York                                13-3513936
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                     233 Broadway, New York, New York 10279
(Address of Principal Executive Offices)           (Zip Code)

         Woolworth Corporation Adoption and Assumption of Eastbay, Inc.
                            1994 Stock Incentive Plan
                            (Full title of the plan)

    General Counsel, Woolworth Corporation, 233 Broadway, New York, NY 10279
                     (Name and address of agent for service)

                                 (212) 553-2000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           Proposed     Proposed
Title of                                   maximum      maximum
securities                   Amount        offering     aggregate       Amount of
to be                        to be         price        offering        registration
registered                 registered      per unit(1)  price           fee
----------                 ----------      --------     ---------       ---
<S>                        <C>             <C>          <C>             <C>
Common Stock,              70,604          $11.968      $  844,988.67   $291.38
$.01 par value             41,928          $12.598      $  528,208.94   $182.14
(including the              1,000          $14.804      $   14,804.00   $  5.10
associated
Preferred Stock
Purchase Rights)

Total                     113,532          $39.370      $1,388,001.61   $478.62

</TABLE>

(1) In accordance with Rule 457 under the Securities Act of 1933, for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the price at which the options may be exercised. 
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
January 27, 1996;

         (b) Registrant's Quarterly Reports on Form 10-Q for the periods ended
April 27, 1996, July 27, 1996, and October 26, 1996; and Registrant's Current
Reports on Form 8-K dated April 2, 1996, August 14, 1996,
November 13, 1996, and December 2, 1996.

         (c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989.

         All documents subsequently filed by registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall hereby be deemed to be incorporated by reference into
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.

         Not applicable.

         ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IX of the By-laws of Registrant requires Registrant to
indemnify, to the fullest extent permitted by applicable law, any person who (a)
is or was made, or threatened to be made, a party to any action or proceeding
because that person or his or her testator or intestate is or was a director or
officer of Registrant or served, or is serving, at the request of Registrant as
a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
against judgments, fines, amounts paid in settlement and expenses incurred as a
result of such action or proceeding, or appeal therein, and (b) has met the
standards set forth in Section 721 of the New York Business Corporation Law (the
"NYBCL"). Section 721 of the NYBCL provides that no indemnification is to be
provided to any person who is a director or officer if a judgment or other final
adjudication adverse to such person establishes that (a) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so adjudicated, or (b)
he or she

                                      -2-
<PAGE>   3
personally gained, in fact, a financial profit or other advantage to which he or
she was not legally entitled.

         Article IX of the By-laws also provides that Registrant shall, from
time to time, reimburse or advance to any person indemnified thereunder the
funds necessary for payment of expenses incurred in connection with any action
or proceeding subject to such indemnification, upon receipt by Registrant of a
written undertaking by or on behalf of such person to repay such amounts(s) if a
judgment or other final adjudication adverse to the director or officer
establishes that he or she did not meet the standards set forth in Section 721
of the NYBCL.

         Article IX of the By-laws also expressly authorizes Registrant to enter
into agreements providing for indemnification or the advancement of expenses to
the fullest extent permitted by applicable law. As more fully explained below,
Registrant has entered into (or intends to enter into) agreements with each of
Registrant's directors and officers to provide for indemnification to the
fullest extent permitted by applicable law.

         Article TENTH of Registrant's Certificate of Incorporation requires
Registrant to indemnify its directors and officers, and permits Registrant to
indemnify others, to the fullest extent permitted by applicable law. The extent
and limitations of indemnification under Article TENTH of Registrant's
Certificate of Incorporation are substantially identical to the indemnification
provisions set forth in Article IX of Registrant's Bylaws.

         Article ELEVENTH of Registrant's Certificate of Incorporation provides
that no director of Registrant shall be personally liable to Registrant or to
any of its shareholders for monetary damages for breach of fiduciary duty as a
director, except if a judgment or other final adjudication adverse to such
director establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that such
director gained, in fact, a financial profit or other advantage to which he or
she was not legally entitled or that such director's acts violated Section 719
of the NYBCL.

         As previously noted, Registrant has entered into indemnification
agreements with each of its directors and officers (and intends in the future to
enter into similar indemnification agreements with other persons who become
directors or officers of Registrant) which require Registrant to, among other
things, indemnify each director or officer for any and all judgments, fines,
amounts paid in settlement and expenses incurred in connection with
investigating, defending, being a witness or participating in any threatened,
pending or completed action, suit, proceeding, inquiry or investigation, and to
advance to each such director or officer his or her costs and expenses of any
such suit, proceeding, inquiry or investigation if such director or officer
undertakes to pay back such advances to the extent required by law. Prior to a
"Change in Control" (as defined in each indemnification agreement) of
Registrant, a director or officer is not entitled to indemnification under such
agreement in any action or proceeding voluntarily commenced by such indemnitee
against Registrant or any director or officer of Registrant, unless the
institution of such action or proceedings is joined in or consented to by
Registrant.

                                       -3-
<PAGE>   4
         Sections 721 through 726 of the NYBCL provide for indemnification of
directors and officers. If a director or officer is successful on the merits or
otherwise in a legal proceeding, such person must be indemnified to the extent
he or she was successful. Further, indemnification is permitted in both
third-party and derivative suits if such person acted in good faith and for a
purpose he or she reasonably believed was in the best interest of Registrant,
and if, in the case of a criminal proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful. Indemnification under this provision
applies to judgments, fines, amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action, however, a director
or officer may not be indemnified for amounts paid to settle such a suit or for
any claim, issue or matter as to which such person shall have been adjudged
liable to Registrant absent a court determination that the person is fairly and
reasonably entitled to indemnity. Notwithstanding the failure of Registrant to
provide indemnification and despite any contrary resolution of the board of
directors, indemnification shall be awarded by the proper court pursuant to
Section 724 of the NYBCL. Under New York law (and as provided in Article IX of
Registrant's By-laws and in the indemnification agreements previously
described), expenses may be advanced upon receipt of an undertaking by or on
behalf of the director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to indemnification. The advance
is conditioned only upon receipt of the undertaking and not upon a finding that
the officer or director has met the applicable indemnity standards.

         In addition, Registrant has directors and officers liability insurance
policies.


         ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.           EXHIBITS.

         The exhibits filed as part of or incorporated by reference in this
Registration Statement are listed in the Index of Exhibits that begins on page
7.

         ITEM 9.           UNDERTAKINGS.

         Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 (the "Securities Act");

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,

                                       -4-
<PAGE>   5
represent a fundamental change in the information set forth in this
Registration Statement; and

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

         Provided however, that the undertakings set forth in paragraphs (i) and
(ii) above 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose 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 the 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 hereby which remain unsold at the
termination of the offering.

         (4) 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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted against Registrant by
such director, officer or controlling person in connection with the securities
being registered, 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.

                                       -5-
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on February 4,
1997.

                                       WOOLWORTH CORPORATION

                                       By:   /s/ Roger N. Farah
                                          -------------------------------------
                                                 Roger N. Farah
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 4, 1997.

<TABLE>
<CAPTION>
    Signature                                       Title
    ---------                                       -----
<S>                                    <C>
/s/ Roger N. Farah                     Director, Chairman of the Board and
-----------------------------          Chief Executive Officer; Principal
    Roger N. Farah                     Executive Officer

/s/ Andrew P. Hines                    Senior Vice President and Chief
-----------------------------          Financial Officer; Principal Financial
    Andrew P. Hines                    Officer

/s/ Bruce Hartman                      Vice President and Controller; Principal
-----------------------------          Accounting Officer
    Bruce Hartman                      


/s/ Dale W. Hilpert                    Director, President and Chief
-----------------------------          Operating Officer
    Dale W. Hilpert                    

    J. Carter Bacot*                   Director
    Purdy Crawford*                    Director
    Helen Galland*                     Director
    Philip H. Geier, Jr.*              Director
    Jarobin Gilbert, Jr.*              Director
    Margaret P. MacKimm*               Director
    John J. Mackowski*                 Director
    James E. Preston*                  Director
    Christopher A. Sinclair*           Director
</TABLE>

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

*  Roger N. Farah, by signing his name hereto, is also signing as
   attorney-in-fact for the named directors.

                                       -6-
<PAGE>   7
                              WOOLWORTH CORPORATION

                                INDEX OF EXHIBITS


<TABLE>
<CAPTION>
                                                                                             SEQUENTIALLY
EXHIBIT                                                                                         NUMBERED
NUMBER                                 DESCRIPTION                                                PAGE
------                                 -----------                                                ----
<S>                        <C>                                                                     <C>
4(a)                       Registrant's Certificate of                                             N/A
                           Incorporation, as amended
                           (incorporated herein by reference
                           to: (a) Exhibit 3(a) to
                           Registrant's Registration
                           Statement on Form S-4 filed
                           on May 9, 1989 (Registration No. 33-288469)(the "S-4
                           Registration Statement"), (b) Exhibit 3(b) to
                           Registrant's Registration Statement on Form 8-B filed
                           on August 7, 1989(Registration No. 1-10299) and (c)
                           Exhibit 4(a) to Registrant's Quarterly Report on Form
                           10-Q for the quarterly period ended July 28, 1990).

4(b)                       Registrant's By-laws                                                    N/A
                           (incorporated herein by reference to Exhibit 3(ii) to
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ended January 28, 1995).

4(c)                       Indenture dated as of October 10, 1991                                  N/A
                           (incorporated herein by reference to
                           Exhibit 4.1 to Registrant's Registration
                           Statement on Form S-3 (Registration
                           No. 33-43334) previously filed with
                           the SEC).

4(d)                       Forms of Medium-Term Notes (Fixed Rate                                  N/A
                           and Floating Rate) (incorporated herein
                           by reference to Exhibits 4.4 and 4.5 to
                           the Registration Statement on Form S-3
                           (Registration No. 33-43334) previously
                           filed with the SEC).

4(e)                       Form of 8 1/2% Debentures due 2022                                      N/A
                           (incorporated herein by reference to
                           Exhibit 4 to Registrant's Form 8-K dated January 16,
                           1992).
</TABLE>

                                       -7-
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                             SEQUENTIALLY
EXHIBIT                                                                                        NUMBERED
NUMBER                                 DESCRIPTION                                               PAGE
------                                 -----------                                               ----
<S>                        <C>                                                                     <C>
4(f)                       Purchase Agreement dated June 1, 1995                                   N/A
                           and Form of 7% Notes due 2000
                           (incorporated herein by reference
                           to Exhibits 1 and 4, respectively,
                           to Registrant's Form 8-K dated
                           June 7, 1995).

4(g)                       Distribution Agreement dated July 13,                                   N/A
                           1995 and Forms of Fixed Rate and
                           Floating Rate Notes (incorporated
                           herein by reference to Exhibits 1,4.1,
                           and 4.2, respectively, to Registrant's
                           Form 8-K dated July 13, 1995).


4(h)                       Rights Agreement dated as of                                            N/A
                           April 4, 1988, as amended January 11, 1989, between
                           F.W. Woolworth Co. ("FWW") and Morgan Shareholder
                           Services Trust Company (now, First Chicago Trust
                           Company of New York), as Rights Agent (incorporated
                           herein by reference to (a) Exhibit 1 to the
                           Registration Statement on Form 8-A filed on April 12,
                           1988 (Registration No. 1-238) and (b) the Form 8
                           Amendment to that Form 8-A filed on January 13,
                           1989). The rights and obligations of FWW under said
                           Rights Agreement were assumed by Registrant pursuant
                           to an Agreement and Plan of Share Exchange dated as
                           of May 4, 1989, by and between FWW and Registrant
                           (incorporated herein by reference to Exhibit 2 to the
                           S-4 Registration Statement).

 5                         Opinion of Skadden, Arps, Slate,
                           Meagher & Flom LLP.                                                     __


23(a)                      Consent of Skadden, Arps, Slate,                                        N/A
                           Meagher & Flom LLP is contained in its
                           opinion filed as Exhibit 5 to this
</TABLE>

                                       -8-
<PAGE>   9
<TABLE>
<CAPTION>
<S>                        <C>                                                                     <C>
                           Registration Statement.

23(b)                      Consent of KPMG Peat Marwick LLP.                                        __    

23(c)                      Consent of Price Waterhouse LLP.                                         __    

24                         Powers of Attorney granted to Roger N. Farah,                            __
                           Dale W. Hilpert and Gary M. Bahler.
</TABLE>

                                       -9-
[{"type": "S-8", "sequence": "1", "description": "WOOLWORTH CORPORATION: FORM S-8", "secsgml_size_bytes": 23570}]
{"company-data": {"conformed-name": "WOOLWORTH CORPORATION", "cik": "0000850209", "assigned-sic": "5331", "irs-number": "133513936", "state-of-incorporation": "NY", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21131", "film-number": "97517983"}, "business-address": {"street1": "WOOLWORTH BLDG", "street2": "233 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10279-0003", "phone": "2125532000"}, "mail-address": {"street1": "233 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10279-0003"}}
1
                                                   Registration No. 333-________

   As filed with the Securities and Exchange Commission on February 4, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Woolworth Corporation
             (Exact name of registrant as specified in its charter)

           New York                                13-3513936
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                     233 Broadway, New York, New York 10279
(Address of Principal Executive Offices)           (Zip Code)

         Woolworth Corporation Adoption and Assumption of Eastbay, Inc.
                            1994 Stock Incentive Plan
                            (Full title of the plan)

    General Counsel, Woolworth Corporation, 233 Broadway, New York, NY 10279
                     (Name and address of agent for service)

                                 (212) 553-2000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed     Proposed
Title of                                   maximum      maximum
securities                   Amount        offering     aggregate       Amount of
to be                        to be         price        offering        registration
registered                 registered      per unit(1)  price           fee
----------                 ----------      --------     ---------       ---
Common Stock,              70,604          $11.968      $  844,988.67   $291.38
$.01 par value             41,928          $12.598      $  528,208.94   $182.14
(including the              1,000          $14.804      $   14,804.00   $  5.10
associated
Preferred Stock
Purchase Rights)

Total                     113,532          $39.370      $1,388,001.61   $478.62
(1) In accordance with Rule 457 under the Securities Act of 1933, for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the price at which the options may be exercised.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
January 27, 1996;

         (b) Registrant's Quarterly Reports on Form 10-Q for the periods ended
April 27, 1996, July 27, 1996, and October 26, 1996; and Registrant's Current
Reports on Form 8-K dated April 2, 1996, August 14, 1996,
November 13, 1996, and December 2, 1996.

         (c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989.

         All documents subsequently filed by registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall hereby be deemed to be incorporated by reference into
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.

         Not applicable.

         ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IX of the By-laws of Registrant requires Registrant to
indemnify, to the fullest extent permitted by applicable law, any person who (a)
is or was made, or threatened to be made, a party to any action or proceeding
because that person or his or her testator or intestate is or was a director or
officer of Registrant or served, or is serving, at the request of Registrant as
a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
against judgments, fines, amounts paid in settlement and expenses incurred as a
result of such action or proceeding, or appeal therein, and (b) has met the
standards set forth in Section 721 of the New York Business Corporation Law (the
"NYBCL"). Section 721 of the NYBCL provides that no indemnification is to be
provided to any person who is a director or officer if a judgment or other final
adjudication adverse to such person establishes that (a) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so adjudicated, or (b)
he or she

                                      -2-
3
personally gained, in fact, a financial profit or other advantage to which he or
she was not legally entitled.

         Article IX of the By-laws also provides that Registrant shall, from
time to time, reimburse or advance to any person indemnified thereunder the
funds necessary for payment of expenses incurred in connection with any action
or proceeding subject to such indemnification, upon receipt by Registrant of a
written undertaking by or on behalf of such person to repay such amounts(s) if a
judgment or other final adjudication adverse to the director or officer
establishes that he or she did not meet the standards set forth in Section 721
of the NYBCL.

         Article IX of the By-laws also expressly authorizes Registrant to enter
into agreements providing for indemnification or the advancement of expenses to
the fullest extent permitted by applicable law. As more fully explained below,
Registrant has entered into (or intends to enter into) agreements with each of
Registrant's directors and officers to provide for indemnification to the
fullest extent permitted by applicable law.

         Article TENTH of Registrant's Certificate of Incorporation requires
Registrant to indemnify its directors and officers, and permits Registrant to
indemnify others, to the fullest extent permitted by applicable law. The extent
and limitations of indemnification under Article TENTH of Registrant's
Certificate of Incorporation are substantially identical to the indemnification
provisions set forth in Article IX of Registrant's Bylaws.

         Article ELEVENTH of Registrant's Certificate of Incorporation provides
that no director of Registrant shall be personally liable to Registrant or to
any of its shareholders for monetary damages for breach of fiduciary duty as a
director, except if a judgment or other final adjudication adverse to such
director establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that such
director gained, in fact, a financial profit or other advantage to which he or
she was not legally entitled or that such director's acts violated Section 719
of the NYBCL.

         As previously noted, Registrant has entered into indemnification
agreements with each of its directors and officers (and intends in the future to
enter into similar indemnification agreements with other persons who become
directors or officers of Registrant) which require Registrant to, among other
things, indemnify each director or officer for any and all judgments, fines,
amounts paid in settlement and expenses incurred in connection with
investigating, defending, being a witness or participating in any threatened,
pending or completed action, suit, proceeding, inquiry or investigation, and to
advance to each such director or officer his or her costs and expenses of any
such suit, proceeding, inquiry or investigation if such director or officer
undertakes to pay back such advances to the extent required by law. Prior to a
"Change in Control" (as defined in each indemnification agreement) of
Registrant, a director or officer is not entitled to indemnification under such
agreement in any action or proceeding voluntarily commenced by such indemnitee
against Registrant or any director or officer of Registrant, unless the
institution of such action or proceedings is joined in or consented to by
Registrant.

                                       -3-
4
         Sections 721 through 726 of the NYBCL provide for indemnification of
directors and officers. If a director or officer is successful on the merits or
otherwise in a legal proceeding, such person must be indemnified to the extent
he or she was successful. Further, indemnification is permitted in both
third-party and derivative suits if such person acted in good faith and for a
purpose he or she reasonably believed was in the best interest of Registrant,
and if, in the case of a criminal proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful. Indemnification under this provision
applies to judgments, fines, amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action, however, a director
or officer may not be indemnified for amounts paid to settle such a suit or for
any claim, issue or matter as to which such person shall have been adjudged
liable to Registrant absent a court determination that the person is fairly and
reasonably entitled to indemnity. Notwithstanding the failure of Registrant to
provide indemnification and despite any contrary resolution of the board of
directors, indemnification shall be awarded by the proper court pursuant to
Section 724 of the NYBCL. Under New York law (and as provided in Article IX of
Registrant's By-laws and in the indemnification agreements previously
described), expenses may be advanced upon receipt of an undertaking by or on
behalf of the director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to indemnification. The advance
is conditioned only upon receipt of the undertaking and not upon a finding that
the officer or director has met the applicable indemnity standards.

         In addition, Registrant has directors and officers liability insurance
policies.

         ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.           EXHIBITS.

         The exhibits filed as part of or incorporated by reference in this
Registration Statement are listed in the Index of Exhibits that begins on page
7.

         ITEM 9.           UNDERTAKINGS.

         Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 (the "Securities Act");

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,

                                       -4-
5
represent a fundamental change in the information set forth in this
Registration Statement; and

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

         Provided however, that the undertakings set forth in paragraphs (i) and
(ii) above 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose 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 the 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 hereby which remain unsold at the
termination of the offering.

         (4) 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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted against Registrant by
such director, officer or controlling person in connection with the securities
being registered, 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.

                                       -5-
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on February 4,
1997.

                                       WOOLWORTH CORPORATION

                                       By:   /s/ Roger N. Farah
                                          -------------------------------------
                                                 Roger N. Farah
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 4, 1997.
Signature                                       Title
    ---------                                       -----
/s/ Roger N. Farah                     Director, Chairman of the Board and
-----------------------------          Chief Executive Officer; Principal
    Roger N. Farah                     Executive Officer

/s/ Andrew P. Hines                    Senior Vice President and Chief
-----------------------------          Financial Officer; Principal Financial
    Andrew P. Hines                    Officer

/s/ Bruce Hartman                      Vice President and Controller; Principal
-----------------------------          Accounting Officer
    Bruce Hartman                      

/s/ Dale W. Hilpert                    Director, President and Chief
-----------------------------          Operating Officer
    Dale W. Hilpert                    

    J. Carter Bacot*                   Director
    Purdy Crawford*                    Director
    Helen Galland*                     Director
    Philip H. Geier, Jr.*              Director
    Jarobin Gilbert, Jr.*              Director
    Margaret P. MacKimm*               Director
    John J. Mackowski*                 Director
    James E. Preston*                  Director
    Christopher A. Sinclair*           Director
-------------

*  Roger N. Farah, by signing his name hereto, is also signing as
   attorney-in-fact for the named directors.

                                       -6-
7
                              WOOLWORTH CORPORATION

                                INDEX OF EXHIBITS
SEQUENTIALLY
EXHIBIT                                                                                         NUMBERED
NUMBER                                 DESCRIPTION                                                PAGE
------                                 -----------                                                ----
4(a)                       Registrant's Certificate of                                             N/A
                           Incorporation, as amended
                           (incorporated herein by reference
                           to: (a) Exhibit 3(a) to
                           Registrant's Registration
                           Statement on Form S-4 filed
                           on May 9, 1989 (Registration No. 33-288469)(the "S-4
                           Registration Statement"), (b) Exhibit 3(b) to
                           Registrant's Registration Statement on Form 8-B filed
                           on August 7, 1989(Registration No. 1-10299) and (c)
                           Exhibit 4(a) to Registrant's Quarterly Report on Form
                           10-Q for the quarterly period ended July 28, 1990).

4(b)                       Registrant's By-laws                                                    N/A
                           (incorporated herein by reference to Exhibit 3(ii) to
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ended January 28, 1995).

4(c)                       Indenture dated as of October 10, 1991                                  N/A
                           (incorporated herein by reference to
                           Exhibit 4.1 to Registrant's Registration
                           Statement on Form S-3 (Registration
                           No. 33-43334) previously filed with
                           the SEC).

4(d)                       Forms of Medium-Term Notes (Fixed Rate                                  N/A
                           and Floating Rate) (incorporated herein
                           by reference to Exhibits 4.4 and 4.5 to
                           the Registration Statement on Form S-3
                           (Registration No. 33-43334) previously
                           filed with the SEC).

4(e)                       Form of 8 1/2% Debentures due 2022                                      N/A
                           (incorporated herein by reference to
                           Exhibit 4 to Registrant's Form 8-K dated January 16,
                           1992).
-7-
8
SEQUENTIALLY
EXHIBIT                                                                                        NUMBERED
NUMBER                                 DESCRIPTION                                               PAGE
------                                 -----------                                               ----
4(f)                       Purchase Agreement dated June 1, 1995                                   N/A
                           and Form of 7% Notes due 2000
                           (incorporated herein by reference
                           to Exhibits 1 and 4, respectively,
                           to Registrant's Form 8-K dated
                           June 7, 1995).

4(g)                       Distribution Agreement dated July 13,                                   N/A
                           1995 and Forms of Fixed Rate and
                           Floating Rate Notes (incorporated
                           herein by reference to Exhibits 1,4.1,
                           and 4.2, respectively, to Registrant's
                           Form 8-K dated July 13, 1995).

4(h)                       Rights Agreement dated as of                                            N/A
                           April 4, 1988, as amended January 11, 1989, between
                           F.W. Woolworth Co. ("FWW") and Morgan Shareholder
                           Services Trust Company (now, First Chicago Trust
                           Company of New York), as Rights Agent (incorporated
                           herein by reference to (a) Exhibit 1 to the
                           Registration Statement on Form 8-A filed on April 12,
                           1988 (Registration No. 1-238) and (b) the Form 8
                           Amendment to that Form 8-A filed on January 13,
                           1989). The rights and obligations of FWW under said
                           Rights Agreement were assumed by Registrant pursuant
                           to an Agreement and Plan of Share Exchange dated as
                           of May 4, 1989, by and between FWW and Registrant
                           (incorporated herein by reference to Exhibit 2 to the
                           S-4 Registration Statement).

 5                         Opinion of Skadden, Arps, Slate,
                           Meagher & Flom LLP.                                                     __

23(a)                      Consent of Skadden, Arps, Slate,                                        N/A
                           Meagher & Flom LLP is contained in its
                           opinion filed as Exhibit 5 to this
-8-
9
Registration Statement.

23(b)                      Consent of KPMG Peat Marwick LLP.                                        __    

23(c)                      Consent of Price Waterhouse LLP.                                         __    

24                         Powers of Attorney granted to Roger N. Farah,                            __
                           Dale W. Hilpert and Gary M. Bahler.
-9-