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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 April 27, 1996 and April 29, 1995, and the
related condensed consolidated statements of operations, retained earnings, and
cash flows for the thirteen-week periods ended April 27, 1996 and April 29,
1995. These condensed consolidated financial statements are the responsibility
of the 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 27, 1996, 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 12, 1996, 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 27, 1996, 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
New York, New York
May 14, 1996