UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                                (Amendment No. )*


                              Woolworth Corporation
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         (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).



CUSIP No. 980883102                    13G                     Page 1 of 3 Pages



- --------------------------------------------------------------------------------
   1.  NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Boston Partners Asset Management, L.P.
       04-327-0358

- --------------------------------------------------------------------------------
   2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a)  [  ]
                                                                     (b)  [  ]
       Not applicable

- --------------------------------------------------------------------------------
   3.  SEC USE ONLY




- --------------------------------------------------------------------------------
   4.  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

- --------------------------------------------------------------------------------
   NUMBER OF      5.   SOLE VOTING POWER
     SHARES            -0- shares
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6.   SHARED VOTING POWER
      EACH             8,840,937 shares
   REPORTING      --------------------------------------------------------------
     PERSON       7.   SOLE DISPOSITIVE POWER
      WITH             -0- shares
                  --------------------------------------------------------------
                  8.   SHARED DISPOSITIVE POWER
                       8,840,937 shares
- --------------------------------------------------------------------------------
   9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       8,840,937 shares

- --------------------------------------------------------------------------------
  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN      [  ]
       SHARES*

       Not applicable

- --------------------------------------------------------------------------------
  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

       6.6%

- --------------------------------------------------------------------------------
  12.  TYPE OF REPORTING PERSON*

       IA

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 980883102                    13G                     Page 2 of 3 Pages



- --------------------------------------------------------------------------------
   1.  NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Boston Partners, Inc.
       04-326-9861

- --------------------------------------------------------------------------------
   2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a)  [  ]
                                                                     (b)  [  ]
       Not applicable

- --------------------------------------------------------------------------------
   3.  SEC USE ONLY




- --------------------------------------------------------------------------------
   4.  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

- --------------------------------------------------------------------------------
   NUMBER OF      5.   SOLE VOTING POWER
     SHARES            -0- shares
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6.   SHARED VOTING POWER
      EACH             8,840,937 shares
   REPORTING      --------------------------------------------------------------
     PERSON       7.   SOLE DISPOSITIVE POWER
      WITH             -0- shares
                  --------------------------------------------------------------
                  8.   SHARED DISPOSITIVE POWER
                       8,840,937 shares
- --------------------------------------------------------------------------------
   9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       8,840,937 shares

- --------------------------------------------------------------------------------
  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN      [  ]
       SHARES*

       Not applicable

- --------------------------------------------------------------------------------
  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

       6.6%

- --------------------------------------------------------------------------------
  12.  TYPE OF REPORTING PERSON*

       CO

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 980883102                    13G                     Page 3 of 3 Pages



- --------------------------------------------------------------------------------
   1.  NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Desmond John Heathwood
       ###-##-####

- --------------------------------------------------------------------------------
   2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a)  [  ]
                                                                     (b)  [  ]
       Not applicable

- --------------------------------------------------------------------------------
   3.  SEC USE ONLY




- --------------------------------------------------------------------------------
   4.  CITIZENSHIP OR PLACE OF ORGANIZATION

       United States

- --------------------------------------------------------------------------------
   NUMBER OF      5.   SOLE VOTING POWER
     SHARES            -0- shares
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6.   SHARED VOTING POWER
      EACH             8,840,937 shares
   REPORTING      --------------------------------------------------------------
     PERSON       7.   SOLE DISPOSITIVE POWER
      WITH             -0- shares
                  --------------------------------------------------------------
                  8.   SHARED DISPOSITIVE POWER
                       8,840,937 shares
- --------------------------------------------------------------------------------
   9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       8,840,937 shares

- --------------------------------------------------------------------------------
  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN      [  ]
       SHARES*

       Not applicable

- --------------------------------------------------------------------------------
  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

       6.6%

- --------------------------------------------------------------------------------
  12.  TYPE OF REPORTING PERSON*

       IN

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



Item 1(a).     Name of Issuer: Woolworth Corporation (the "Issuer").

Item 1(b).     Address of Issuer's Principal Executive Offices: 233 Broadway,
               New York, New York 10279-0003

Item 2(a).     Names of Persons Filing: Boston Partners Asset Management, L.P.
               ("BPAM"), Boston Partners, Inc. ("Boston Partners"), and Desmond
               John Heathwood. BPAM, Boston Partners, and Mr. Heathwood are
               sometimes referred to collectively herein as the "Reporting
               Persons."

Item 2(b).     Address of Principal Business Office or, if None, Residence: The
               address of the principal business office of BPAM, Boston
               Partners, and Mr. Heathwood is One Financial Center, 43rd Floor,
               Boston, MA 02111.

Item 2(c).     Citizenship: BPAM is a Delaware limited partnership. Boston
               Partners is a Delaware corporation. Mr. Heathwood is a United
               States citizen.

Item 2(d).     Title of Class of Securities: Common Stock, $.01 par value
               ("Common Stock").

Item 2(e).     CUSIP Number:  980883102

Item 3.        If this statement is filed pursuant to Rules 13d-1(b), or
               13d-2(b), check whether the person filing is a:

               (a)  [ ]  Broker or Dealer registered under Section 15 of the
                         Securities Exchange Act of 1934 (the "Act").

               (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act.

               (c)  [ ]  Insurance Company as defined in Section 3(a)(19) of the
                         Act.

               (d)  [ ]  Investment Company registered under Section 8 of the
                         Investment Company Act of 1940.

               (e)  [X]  Investment Adviser registered under Section 203 of the
                         Investment Advisers Act of 1940.

               (f)  [ ]  Employee Benefit Plan, Pension Fund which is subject to
                         the provisions of the Employee Retirement Income
                         Security Act of 1974 or Endowment Fund; see Rule 
                         13d-1(b)(1)(ii)(F) of the Act.

               (g)  [ ]  Parent Holding Company, in accordance with Rule
                         13d-1(b)(ii)(G) of the Act.

               (h)  [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of
                         the Act.



Item 4.        Ownership.

          (a)  Amount Beneficially Owned: Each of the Reporting Persons may be
               deemed to own beneficially 8,840,937 shares of Common Stock at
               December 31, 1997. BPAM owns of record 8,840,937 shares of Common
               Stock. As sole general partner of BPAM, Boston Partners may be
               deemed to own beneficially all of the shares of Common Stock that
               BPAM may be deemed to own beneficially. As principal stockholder
               of Boston Partners, Mr. Heathwood may be deemed to own
               beneficially all of the Common Stock that Boston Partners may be
               deemed to own beneficially. Therefore, each of the Reporting
               Persons may be deemed to own beneficially 8,840,937 shares of
               Common Stock of the Issuer.

          (b)  Percent of Class: 6.6% for all Reporting Persons. The foregoing
               percentage is calculated based on the 134,934,574 shares of
               Common Stock reported to be outstanding on December 1, 1997 as
               reported on the Form 10Q for the quarter ended October 25, 1997.

          (c)  Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote: 0 shares for all
                     Reporting Persons.

               (ii)  shared power to vote or to direct the vote: 8,840,937
                     shares for all Reporting Persons.

               (iii) sole power to dispose or to direct the disposition of: 0
                     shares for all Reporting Persons.

               (iv)  shared power to dispose or to direct the disposition of:
                     8,840,937 shares for all Reporting Persons.

               Pursuant to Rule 13d-4, each of Boston Partners and Mr. Heathwood
               expressly disclaims beneficial ownership of any shares of Common
               Stock of the Issuer.

Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable.



Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               BPAM holds all of the above 8,840,937 shares under management for
               its clients, who have the right to direct the receipt of
               dividends, to receive dividends from such shares and to receive
               the proceeds from the sale of such shares. None of these clients
               holds more than five percent of the Common Stock of the Issuer.

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

               Not applicable.

Item 8.        Identification and Classification of Members of the Group.

               Not applicable. BPAM, Boston Partners and Mr. Heathwood expressly
               disclaim membership in a "group" as defined in Rule 13d-5(b)(1).

Item 9.        Notice of Dissolution of Group.

               Not applicable.

Item 10.       Certification.

               By signing below we certify that, to the best of our 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 our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct. We also hereby agree to file this statement jointly pursuant to the
agreement set forth as Exhibit 1 hereto.

Dated:  February 9, 1998


BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:      Boston Partners, Inc.,
         its general partner


         By:      /s/ Mary Ann Iudice
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact



BOSTON PARTNERS, INC.


         By:      /s/ Mary Ann Iudice
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact


/s/ Mary Ann Iudice
- --------------------------
Desmond John Heathwood
by:      Mary Ann Iudice
         Attorney-in-Fact



                                                                       Exhibit 1

                                    AGREEMENT


     Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of Woolworth Corporation.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.

     EXECUTED this 9th day of February, 1998.



BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:      Boston Partners, Inc.
         its general partner

         By:      /s/ Mary Ann Iudice
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact



BOSTON PARTNERS, INC.


         By:      /s/ Mary Ann Iudice
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact


/s/ Mary Ann Iudice
- --------------------------
Desmond John Heathwood
by:      Mary Ann Iudice
         Attorney-in-Fact



                                    SIGNATURE

     After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct. We also hereby agree to file this statement jointly pursuant to the
agreement set forth as Exhibit 1 hereto.

Dated:  February 9, 1998


BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:      Boston Partners, Inc.,
         its general partner


         By:      /s/ William J. Kelly
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact



BOSTON PARTNERS, INC.


         By:      /s/ William J. Kelly
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact



/s/ Desmond John Heathwood
- --------------------------
Desmond John Heathwood
by:      Mary Ann Iudice
         Attorney-in-Fact



                                                                       Exhibit 1

                                    AGREEMENT


     Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of Woolworth Corporation.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.

     EXECUTED this 9th day of February, 1998.


BOSTON PARTNERS ASSET MANAGEMENT, L.P.


By:      Boston Partners, Inc.
         its general partner

         By:      /s/ William J. Kelly
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact



BOSTON PARTNERS, INC.


         By:      /s/ William J. Kelly
                  -----------------------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact



/s/ Desmond John Heathwood
- --------------------------
Desmond John Heathwood
by:      Mary Ann Iudice
         Attorney-in-Fact