SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


Venator Group Inc.
_______________________________________________________________________________
(Name of Issuer)

Common Stock, Par Value $0.01 Per Share
___________________________________________________________
 (Title of Class of Securities)

922944103
________________________________________________
(CUSIP Number)




	*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 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).










(Continued on following pages (s))

Page  1  of   4   Pages
CUSIP No.            922944103	13G	Page  2  of  4  Pages

 (1)  Names of Reporting Persons, S.S. or I.R.S. Ident. Nos. of Above Persons

	Sasco Capital, Inc.
______________________________________________________________________________

 (2)  Check the Appropriate Box if a Member of a Group*         (a)    /     /
  								      (b)   / X /
______________________________________________________________________________

 (3)  SEC Use Only

______________________________________________________________________________

 (4)  Citizenship or Place of Organization

	Fairfield, Connecticut
______________________________________________________________________________

Number of Shares 	(5)  Sole Voting Power
   Beneficially
   Owned by			2,934,300
   Each Reporting	_______________________________________________
   Person With	(6)  Shared Voting Power

				None
			_______________________________________________
			(7)  Sole Dispositive Power

				6,124,792
			_______________________________________________
			(8)  Shared Dispositive Power

				None
______________________________________________________________________________
 (9)  Aggregate Amount Beneficially Owned by Each Reporting Person

	6,124,792
______________________________________________________________________________
(10)  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

______________________________________________________________________________
(11)  Percent of Class Represented by Amount in Row (9)

	4.4%
______________________________________________________________________________
(12)  Type of Reporting Person*

	IA

Page  3  of  4  Pages
Item 1(a)	Name of Issuer:

	The issuer of the securities to which this statement relates is
	Venator Group Inc.

Item 1(b)	Address of Issuer's Principal Executive Offices:

		112 West 34th Street
		New York, NY  10120

Item 2(a)	Name of Person Filing:

		Sasco Capital, Incorporated

Item 2(b)	Address of Principal Business Office:

		10 Sasco Hill Road
		Fairfield, CT  06430

Item 2(c)	Citizenship:

	Sasco Capital, Inc. is a Connecticut corporation whose office is at Fairfield,
	Connecticut.

Item 2(d)	Title of Class of Securities:

		Common stock, par value $0.01 per share.

Item 2(e)	CUSIP Number:

		922944103

Item 3	This statement is filed pursuant to Rule 13d-1(b) and the person filing:

		Daniel L. Leary, Secretary, for Sasco Capital, Inc.

Item 4		Ownership.

		The 6,124,792 acquired by Sasco Capital, Inc. constitute 4.4% of the
Outstanding shares of Venator Group Inc.  Sasco Capital, Inc. has beneficial
ownership to direct the disposition of only these 6,124,792 and has the sole
power to vote 2,934,300 shares.  Sasco Capital, Inc. has no shared powers with
regards to any other shares of Venator Group Inc.


Page  4  of  4  Pages
Item 5		Ownership of 5% or less of a Class

		Not applicable.

Item 6		Ownership of More than 5% on Behalf of Another Person.

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired
		Security Being Reported on by the Parent Holding Company.

		Not applicable.

Item 8		Identification and Classification of Members of the Group.

		Not applicable.

Item 9		Notice of Dissolution of Group.

Item 10		Certification.

	By signing below, I, Daniel L. Leary Secretary of Sasco Capital, Inc., 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 purposes or effect.

	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.



			_______________________________
			Daniel L. Leary
			Secretary
			February 12, 2001