WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 2, 1996

                              WOOLWORTH CORPORATION
             (Exact name of registrant as specified in its charter)

      New York                      No. 1-10299             13-3513936
(State or other jurisdic-          (Commission            (IRS Employer
 tion of incorporation)             File Number)        Identification No.)

233 Broadway, New York, New York                  10279-0003
- ------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (212) 553-2000
Item 5.           Other Events.

                  On December 2, 1996, the Registrant announced that it had
signed a definitive agreement whereby the Registrant will acquire Eastbay, Inc.,
a direct marketer of athletic footwear, apparel, equipment and licensed and
private label products. The total all-cash purchase price will be approximately
$146 million. The transaction will be accomplished by means of a merger, and it
is anticipated that the transaction will be completed in early 1997. The
transaction is subject to approval by the shareholders of Eastbay, Inc., and to
customary regulatory approvals. (See Exhibit 99, which, in its entirety, is
incorporated herein by reference.)

Item 7.           Financial Statements and Exhibits.

(c)      Exhibits

                  In accordance with the provisions of Item 601 of Regulation
S-K, an index of exhibits is included in this Form 8-K on page 3.


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned being hereunto duly authorized.

                                               WOOLWORTH CORPORATION

Date:  December 5, 1996                    By: /s/GARY M. BAHLER
                                               Gary M. Bahler
                                               Vice President, General
                                               Counsel and Secretary

                                      - 2 -
                              WOOLWORTH CORPORATION

                                INDEX OF EXHIBITS
                             FURNISHED IN ACCORDANCE
                             WITH THE PROVISIONS OF
                           ITEM 601 OF REGULATION S-K
Exhibit No. in Item 601 of Regulation S-K Description ----------------- ----------- 1 * 2 * 3 * 4 * 5 * 8 * 9 * 10 * 11 * 12 * 13 * 15 * 16 * 17 * 18 * 19 * 20 * 21 * 22 * 23 * 24 * 25 * 26 * 27 * 99 News Release Dated December 2, 1996
- ----------------------------- * Not applicable. -3-
                                                                      EXHIBIT 99

                                                    NEWS RELEASE

                                                    CONTACT: Frances E. Trachter
                                                    (212) 553-2394



New York, NY, December 2, 1996 -- Woolworth Corporation (NYSE:Z) and Eastbay,
Inc. (NASDAQ:EBAY) today announced that they have signed a definitive agreement
whereby Woolworth will acquire Eastbay, a leading direct marketer of athletic
footwear, apparel, equipment and licensed and private label products. The
all-cash purchase price is $24.00 per share to all shareholders other than to
three senior Eastbay executives and principal shareholders, Richard C. Gering,
Arthur H. Juedes, and Harry C. Colcord, who will receive $22.00 per share at
closing and up to an additional $1.75 per share if certain post-closing
performance targets are achieved. If such targets are achieved, the total
purchase price will be approximately $146 million.

Roger N. Farah, Chairman of the Board and Chief Executive Officer of Woolworth
Corporation, said: "This transaction is an important step in Woolworth's
strategy of aggressively growing our successful athletic footwear and apparel
operations. We are excited about the potential for further enhancing shareholder
value by combining Eastbay's expertise in direct marketing with our strength in
selling athletic products through our traditional retailing formats, including
Foot Locker and Champs Sports. We look forward to working together with
Eastbay's two founders, Rick Gering and Art

                                                                     Page 2 of 3

Juedes, and its management team led by Harry Colcord, to bring this successful
business to the next level of achievement.

"The acquisition of Eastbay is a logical complement to our athletic business.
Eastbay has built a solid reputation for providing its target customers -- 12 to
24 year olds who participate in organized sports -- with the most extensive
product offerings covering the widest variety of sports of any direct marketer.
Eastbay's catalog operations will broaden Woolworth's channels of distribution
for our athletic footwear and apparel product offerings, as well as expand our
customer base," Farah continued.

Harry H. Colcord, President and Chief Executive Officer of Eastbay, said, "We
are pleased that Eastbay is joining forces with Woolworth. Eastbay's customers
and employees will benefit as Woolworth's extensive marketing and merchandising
expertise and strong vendor relationships will enable Eastbay to accelerate its
own growth opportunities and further expand its direct marketing operations in
the athletic footwear and apparel business, both in North America and overseas."

Richard C. Gering, Co-Chairman and Co-Founder of Eastbay, said, "Woolworth's
Athletic Group, with its 3,500 stores worldwide, provides a springboard for
Eastbay to evolve from a 'solid player' into an 'impact player' as we accelerate
our sales in the athletic footwear and apparel market."

"Eastbay will be joining a world-class team at Woolworth, and will play a
significant role in its global growth in the years ahead," added Arthur H.
Juedes, Co-Chairman and Co- Founder of Eastbay.

                                                                     Page 3 of 3

The transaction, which has been approved by the Boards of Directors of Woolworth
and Eastbay, is subject to Eastbay shareholder and customary regulatory
approvals. Current and projected Woolworth cash flows are sufficient to fund the
transaction and to allow Woolworth to continue its ongoing turnaround process.
It is expected that the acquisition will be completed in early 1997, and that
Eastbay will be a net contributor to Woolworth's earnings in fiscal 1997.

Eastbay, Inc. is a high-growth direct marketer of athletic footwear, apparel,
equipment and licensed products. From its fiscal year ended June 1992 to its
fiscal year ended June 1996, Eastbay's catalog circulation increased by 335
percent from 13.6 million copies to 45.6 million copies; its active accounts
grew over fourfold, from 1.3 million names to 5.4 million names; and its net
sales grew from $40.4 million to $117.6 million, a 30.6 percent compound annual
growth rate.

Eastbay will operate as a part of Woolworth's Athletic Group. Eastbay's
management team has agreed to continue in their current positions, and Eastbay
will maintain its headquarters in Wausau, Wisconsin.

Woolworth Corporation operates almost 8,000 stores in North America, Europe,
Australia and Asia, including Foot Locker, Northern Reflections, Woolworth,
After Thoughts and Champs Sports.