SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Woolworth Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
980883102
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1: and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Guardian Trust Company
95-2553868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
The persons making this filing are affiliated entities; (a)
however, they disclaim membership in a group for all
purposes other than making this joint filing. (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
NONE
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital International Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
The persons making this filing are affiliated entities; (a)
however, they disclaim membership in a group for all
purposes other than making this joint filing. (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
NONE
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital International S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
The persons making this filing are affiliated entities; (a)
however, they disclaim membership in a group for all
purposes other than making this joint filing. (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Geneva, Switzerland
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
NONE
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital International, Inc.
95-4154361
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
The persons making this filing are affiliated entities; (a)
however, they disclaim membership in a group for all
purposes other than making this joint filing. (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
NONE
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
Item 1(a) Name of Issuer:
Woolworth Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
233 Broadway
New York, NY 10279-0003
Item 2(a) Name of Person(s) Filing:
Capital Guardian Trust Company, Capital International Limited,
Capital International S.A. and Capital International, Inc.
Item 2(b) Address of Principal Business Office:
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
980883102
Item 3 The person(s) filing is(are):
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
(e) [X] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
Item 4 Ownership
The persons making this filing are affiliated entities; however,
they disclaim membership in a group for all purposes other than
making this joint filing.N/A
Item 5 Ownership of 5% or Less of a Class: [X]
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8 Identification and Classification of Members of the Group:
1.
Capital Guardian Trust Company is a bank as defined in Section
3(a)(6) of the Act and a wholly owned subsidiary of The
Capital Group Companies, Inc.
2.
Capital International Limited (CIL) does not fall within any
of the categories described in Rule 13d-1-(b)(ii)(A-F) but its
holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CIL is a
wholly owned subsidiary of Capital Group International, Inc.
which is a wholly owned subsidiary of The Capital Group
Companies, Inc.
3.
Capital International S.A. (CISA) does not fall within any of
the categories described in Rule 13d-1-(b)(ii)(A-F) but its
holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CISA is a
wholly owned subsidiary of Capital Group International, Inc.
which is a wholly owned subsidiary of The Capital Group
Companies, Inc.
4.
Capital International Research and Management, Inc. dba
Capital International, Inc. is an Investment Adviser
registered under Section 203 of the Investment Adviser Act of
1940 and is a wholly owned subsidiary of Capital Group
International, Inc. which is a wholly owned subsidiary of The
Capital Group Companies, Inc.
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 8, 1999 (For the period ended
December 31, 1998)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Guardian Trust Company
Date: February 8, 1999 (For the period ended
December 31, 1998)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Vice Chairman
Capital International Limited
Date: February 8, 1999 (For the period ended
December 31, 1998)
Signature: *David I. Fisher
Name/Title: David I. Fisher, President du Conseil
Capital International S.A.
Date: February 8, 1999 (For the period ended
December 31, 1998)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Vice Chairman
Capital International, Inc.
*By
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 29,
1999 included as an Exhibit to Schedule 13G filed with
the Securities and Exchange Commission by Capital
Guardian Trust Company on February 8, 1999 with respect
to Acclaim Entertainment, Inc.
AGREEMENT
Los Angeles, CA
February 8, 1999
Capital Guardian Trust Company ("CGTC"), Capital International Limited
("CIL"), Capital International S.A. ("CISA"), Capital International,
Inc. ("CII") hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934 (the "Act") in connection with
their beneficial ownership of Common Stock issued by Woolworth
Corporation.
CGTC, CIL, CISA, CII state that they are each entitled to individually
use Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGTC, CIL, CISA, CII are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL GUARDIAN TRUST COMPANY
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Guardian Trust Company
CAPITAL INTERNATIONAL LIMITED
BY: *David I. Fisher
David I. Fisher, Vice Chairman
Capital International Limited
CAPITAL INTERNATIONAL S.A.
BY: *David I. Fisher
David I. Fisher, President du
Conseil
Capital International S.A.
CAPITAL INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Vice Chairman
Capital International, Inc.
*By
Michael J. Downer
Attorney-in-fact