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                                                                     EXHIBIT 99






                     Independent Accountants' Review Report
                     --------------------------------------


The Board of Directors and Shareholders
Woolworth Corporation:


We  have  reviewed  the  condensed  consolidated  balance  sheets  of  Woolworth
Corporation  and  subsidiaries  as of July 26, 1997 and July 27,  1996,  and the
related condensed consolidated statements of operations,  retained earnings, and
cash flows for the thirteen and twenty-six  week periods ended July 26, 1997 and
July  27,  1996.  These  condensed  consolidated  financial  statements  are the
responsibility of Woolworth Corporation's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,   the  consolidated  balance  sheet  of  Woolworth   Corporation  and
subsidiaries as of January 25, 1997, and the related consolidated  statements of
operations,  changes in shareholders'  equity,  and cash flows for the year then
ended  (not  presented  herein);  and in our  report  dated  March  11,  1997 we
expressed an unqualified opinion on those consolidated financial statements.  In
our  opinion,   the  information  set  forth  in  the   accompanying   condensed
consolidated  balance  sheet as of January 25, 1997,  is fairly  stated,  in all
material respects,  in relation to the consolidated  balance sheet from which it
has been derived.

Our report,  referred to above,  contains an  explanatory  paragraph that states
that  Woolworth  Corporation,  in 1995,  adopted the  position of the  Financial
Accounting   Standards  Board's  Statement  of  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of."

/s/ KPMG Peat Marwick LLP
New York, New York
August 14, 1997