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[As filed by the Department of State of the State of New York on June 11, 1998]


                            CERTIFICATE OF AMENDMENT
                                     of the
                          CERTIFICATE OF INCORPORATION
                                       of
                              WOOLWORTH CORPORATION

                Under Section 805 of the Business Corporation Law



         We, the  undersigned,  Gary M. Bahler and  Sheilagh M.  Clarke,  being,
respectively,  the Vice  President and Secretary and the Assistant  Secretary of
Woolworth  Corporation,  a corporation  organized under the laws of the State of
New York (the "Corporation"), do hereby state and certify that:

         1.       The name of the Corporation is Woolworth Corporation.

         2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on April 7, 1989.

         3. The Certificate of Incorporation is hereby amended, as authorized by
Section 801 of the Business  Corporation Law of the State of New York, to change
the  name  of  the  Corporation  (in  Article  FIRST  of  such   Certificate  of
Incorporation).  To effect such  amendment,  Article FIRST of the Certificate of
Incorporation is hereby amended to read, in its entirety, as follows:

                  "FIRST -- The name of the corporation is Venator Group, Inc.
(hereinafter called the 'Corporation')."

         4. The amendment of the  Certificate of  Incorporation  set forth above
was  authorized  by vote of the Board of  Directors at a meeting duly called and
held on March 11, 1998, a quorum being present, followed by the required vote of
the holders of a majority of all outstanding shares of the Corporation  entitled
to vote thereon at the annual meeting of shareholders  of the Corporation  which
was duly called and held on June 11, 1998, a quorum being present.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment of the Certificate of  Incorporation  of the Corporation and do affirm
the foregoing as true under the penalties of perjury as of this 11th day of June
1998.


/s/ Gary M. Bahler                              /s/ Sheilagh M. Clarke
- ------------------                              ----------------------
Gary M. Bahler                                  Sheilagh M. Clarke
Vice President and Secretary                    Assistant Secretary

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