<PAGE>1 
                                                   Registration No. 333-________

     As filed with the Securities and Exchange Commission on August 28, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ---------------------------
                                   
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               Venator Group, Inc.
--------------------------------------------------------------------------------
             (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)


            Venator Group 1998 Stock Option and Award Plan
                            (Full title of the plan)

General Counsel,  Venator Group,Inc.,
233 Broadway,  New York, NY 10279
(Name  and  address  of agent for service)

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

                         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,              6,000,000     $12.0938    $72,562,800   $21,406
$.01 par value               Shares
(including the
associated
Preferred Stock
Purchase Rights)

(1) In accordance with Rule 457 under the Securities Act of 1933, solely for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the average of the high and low prices of Registrant's  common stock
as reported on the Composite Tape for New York Stock  Exchange  Listed Stocks on
August 20, 1998.


                                       

<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 31, 1998;

     (b) Registrant's Quarterly Report on Form 10-Q for the period ended May
2, 1998; and Registrant's Current Reports on Form 8-K dated March 11, 1998,
April 6, 1998, May 7, 1998 and August 12, 1998.

     (c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989,
including any amendments or reports filed for purposes of updating such
description.

         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

                                     -2-

<PAGE>3

and,  in either case,  were  material  to the cause of action so  adjudicated,  
or (b) he or she 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

                                       -3-

<PAGE>4



Registrant or any director or officer of Registrant,  unless the  institution of
such action or proceedings is joined in or consented to by Registrant.

         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:

         


                                       -4-

<PAGE>5

          (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,
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 (and each filing of an
employee benefit plan's annual report pursuant to 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. In the event that 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
                                   ----------

     The Registrant. 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 August 24, 1998.

                                                       VENATOR GROUP, INC.
                                                       -------------------


                                                       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 August 24, 1998.

Signature                               Title
----------                              ------ 

/s/ Roger N. Farah                      Director, Chairman of the Board 
-----------------                       Chief Executive Officer
Roger N. Farah                            


/s/ Reid Johnson                        Senior Vice President and Chief
----------------                        Financial Officer
Reid Johnson

/s/ Bruce L. Hartman                    Vice President and Controller
--------------------                    Director, President and Chief
Bruce L. Hartman

/s/ Dale W. Hilpert                     Operating Officer   
------------------- 
Dale W. Hilpert

J. Carter Bacot*                        Director
Purdy Crawford*                         Director
Philip H. Geier, Jr.*                   Director
Jarobin Gilbert, Jr.*                   Director
Allan Z. Loren*                         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-

<PAGE>7




                               VENATOR GROUP, INC.

                                INDEX OF EXHIBITS



EXHIBIT
NUMBER                     DESCRIPTION
--------                   ------------   
4.1                        The  rights of  holders  of the  Registrant's  equity
                           securities   are   defined   in   the    Registrant's
                           Certificate of Incorporation, as filed by  the
                           Department of State of the State of New York on April
                           7, 1989 (incorporated herein by reference to Exhibit
                           3(i)(a)to the Quarterly Report on Form 10-Q for the 
                           quarterly period ended July 26, 1997 filed by the 
                           Registrant with the SEC on September 4, 1997 (the 
                           "July 26, 1997 Form 10-Q")), as amended on July 20,
                           1989, July 24, 1990, and July 9, 1997,(incorporated 
                           herein by reference to Exhibit 3(i)(b) to the July 
                           26, 1997 Form 10-Q).

4.1(a)                     Certificate of Amendment of the Certificate of 
                           Incorporation, as filed by the Department of State of
                           the State of New York on June 11, 1998.

4.2                        Registrant's By-laws, amended as of August 12,
                           1998.

4.3                        Rights  Agreement  dated as of March 11, 1998 between
                           Woolworth  Corporation (now, Venator Group, Inc.) and
                           First  Chicago  Trust  Company of New York, as Rights
                           Agent (incorporated  herein by reference to Exhibit 4
                           to the Registrant's Form 8-K dated March 11, 1998).

4.4                        Indenture dated as of October 10, 1991  (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).

4.5                        Forms of  Medium-Term  Notes (Fixed Rate 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).

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

4.7                        Purchase  Agreement dated June 1, 1995 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).

4.8                        Distribution Agreement dated July 13, 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).


                                       -7-

<PAGE>8


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

23.1                       Consent of Skadden, Arps, Slate, Meagher & Flom
                           LLP is contained in its opinion filed as Exhibit
                           5 to this Registration Statement.

23.2                       Consent of KPMG Peat Marwick LLP.

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



                                       -8-
[{"type": "S-8", "sequence": "1", "description": "VENATOR GROUP", "secsgml_size_bytes": 21620}]
{"company-data": {"conformed-name": "VENATOR GROUP INC", "cik": "0000850209", "assigned-sic": "5331", "irs-number": "133513936", "state-of-incorporation": "NY", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62425", "film-number": "98700461"}, "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"}, "former-company": {"former-conformed-name": "WOOLWORTH CORPORATION", "date-changed": "19920703"}}
1 
                                                   Registration No. 333-________

     As filed with the Securities and Exchange Commission on August 28, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ---------------------------
                                   
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               Venator Group, Inc.
--------------------------------------------------------------------------------
             (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)

            Venator Group 1998 Stock Option and Award Plan
                            (Full title of the plan)

General Counsel,  Venator Group,Inc.,
233 Broadway,  New York, NY 10279
(Name  and  address  of agent for service)

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

                         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,              6,000,000     $12.0938    $72,562,800   $21,406
$.01 par value               Shares
(including the
associated
Preferred Stock
Purchase Rights)

(1) In accordance with Rule 457 under the Securities Act of 1933, solely for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the average of the high and low prices of Registrant's  common stock
as reported on the Composite Tape for New York Stock  Exchange  Listed Stocks on
August 20, 1998.
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 31, 1998;

     (b) Registrant's Quarterly Report on Form 10-Q for the period ended May
2, 1998; and Registrant's Current Reports on Form 8-K dated March 11, 1998,
April 6, 1998, May 7, 1998 and August 12, 1998.

     (c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989,
including any amendments or reports filed for purposes of updating such
description.

         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

                                     -2-
3

and,  in either case,  were  material  to the cause of action so  adjudicated,  
or (b) he or she 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

                                       -3-
4

Registrant or any director or officer of Registrant,  unless the  institution of
such action or proceedings is joined in or consented to by Registrant.

         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:

         

                                       -4-
5

          (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,
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 (and each filing of an
employee benefit plan's annual report pursuant to 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. In the event that 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
                                   ----------

     The Registrant. 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 August 24, 1998.

                                                       VENATOR GROUP, INC.
                                                       -------------------

                                                       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 August 24, 1998.

Signature                               Title
----------                              ------ 

/s/ Roger N. Farah                      Director, Chairman of the Board 
-----------------                       Chief Executive Officer
Roger N. Farah                            

/s/ Reid Johnson                        Senior Vice President and Chief
----------------                        Financial Officer
Reid Johnson

/s/ Bruce L. Hartman                    Vice President and Controller
--------------------                    Director, President and Chief
Bruce L. Hartman

/s/ Dale W. Hilpert                     Operating Officer   
------------------- 
Dale W. Hilpert

J. Carter Bacot*                        Director
Purdy Crawford*                         Director
Philip H. Geier, Jr.*                   Director
Jarobin Gilbert, Jr.*                   Director
Allan Z. Loren*                         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

                               VENATOR GROUP, INC.

                                INDEX OF EXHIBITS

EXHIBIT
NUMBER                     DESCRIPTION
--------                   ------------   
4.1                        The  rights of  holders  of the  Registrant's  equity
                           securities   are   defined   in   the    Registrant's
                           Certificate of Incorporation, as filed by  the
                           Department of State of the State of New York on April
                           7, 1989 (incorporated herein by reference to Exhibit
                           3(i)(a)to the Quarterly Report on Form 10-Q for the 
                           quarterly period ended July 26, 1997 filed by the 
                           Registrant with the SEC on September 4, 1997 (the 
                           "July 26, 1997 Form 10-Q")), as amended on July 20,
                           1989, July 24, 1990, and July 9, 1997,(incorporated 
                           herein by reference to Exhibit 3(i)(b) to the July 
                           26, 1997 Form 10-Q).

4.1(a)                     Certificate of Amendment of the Certificate of 
                           Incorporation, as filed by the Department of State of
                           the State of New York on June 11, 1998.

4.2                        Registrant's By-laws, amended as of August 12,
                           1998.

4.3                        Rights  Agreement  dated as of March 11, 1998 between
                           Woolworth  Corporation (now, Venator Group, Inc.) and
                           First  Chicago  Trust  Company of New York, as Rights
                           Agent (incorporated  herein by reference to Exhibit 4
                           to the Registrant's Form 8-K dated March 11, 1998).

4.4                        Indenture dated as of October 10, 1991  (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).

4.5                        Forms of  Medium-Term  Notes (Fixed Rate 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).

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

4.7                        Purchase  Agreement dated June 1, 1995 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).

4.8                        Distribution Agreement dated July 13, 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).

                                       -7-
8

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

23.1                       Consent of Skadden, Arps, Slate, Meagher & Flom
                           LLP is contained in its opinion filed as Exhibit
                           5 to this Registration Statement.

23.2                       Consent of KPMG Peat Marwick LLP.

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

                                       -8-