VENATOR GROUP, INC. September 14, 1998 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Venator Group, Inc. (formerly known as Woolworth Corporation) Registration Statement on Form S-4 (Reg. No. 333-56439) Ladies and Gentlemen: Pursuant to Rules 477 and 478 under the Securities Act of 1933, on behalf of Venator Group, Inc. (formerly known as Woolworth Corporation), a New York corporation ("Venator"), application is made to withdraw the Registration Statement on Form S-4 (Reg. No. 333-56439) that was filed by Venator with the Securities and Exchange Commission on June 9, 1998 in connection with a proposed Agreement and Plan of Merger, dated as of May 7, 1998 (the "Merger Agreement"), among Venator, Liberty Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Venator, and The Sports Authority, Inc., a Delaware corporation. The termination of the Merger Agreement by mutual agreement of the parties on September 11, 1998, are the grounds for such withdrawal. If you have any questions or comments concerning this filing, please contact the undersigned at (212) 553-2000. Very truly yours, /s/ Gary M. Bahler ________________________ Name: Gary M. Bahler Title: Senior Vice President, General Counsel and Secretary cc: Frank W. Bubb, III, Esq. John S. Fletcher, Esq. Chris Owings The New York Stock Exchange, Inc.