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                                                           EXHIBIT 99



                     Independent Accountants' Review Report


The Board of Directors and Shareholders
Woolworth Corporation:


We have reviewed the accompanying condensed consolidated balance sheets of 
Woolworth Corporation and subsidiaries as of May 2, 1998 and April 26, 1997, and
the related  condensed  consolidated  statements  of  operations,  comprehensive
income,  retained  earnings,  and cash flows for the thirteen week periods ended
May  2,  1998  and  April  26,  1997.  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 31, 1998, 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,  1998,  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 31, 1998,  is fairly  stated,  in all
material respects,  in relation to the consolidated  balance sheet from which it
has been derived.
 


/s/ KPMG Peat Marwick LLP
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New York, New York
May 20, 1998