Exhibit 4.2


            [As filed by the Department of State of the State of New
                            York on November 1, 2001]

                            CERTIFICATE OF AMENDMENT
                                     of the
                          CERTIFICATE OF INCORPORATION
                                       of
                               VENATOR GROUP, INC.

                Under Section 805 of the Business Corporation Law

                          ---------------------------

         We, the undersigned, Gary M. Bahler and Sheilagh M. Clarke, being,
respectively, the Senior Vice President and Secretary and the Assistant
Secretary of Venator Group, Inc., 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 Venator Group, Inc.

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

         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 Foot Locker, 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 August 8, 2001, 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 a special meeting of shareholders of the Corporation which
was duly called and held on November 1, 2001, 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 1st day of
November 2001.



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