Exhibit 5

             [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]

                                             June 27, 1996          

          Woolworth Corporation
          233 Broadway
          New York, New York 10279

          Gentlemen:

                    We have acted as special counsel to Woolworth
          Corporation, a New York corporation (the "Company"), in
          connection with the Registration Statement of the Company
          on Form S-8 (the "Registration Statement"), filed with
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933 (the "Act") with respect to the common
          stock, par value $.01 per share (the "Common Stock"), of
          the Company to be issued pursuant to the Registration
          Statement under the Woolworth Corporation Directors'
          Stock Plan (the "Plan").

                    In connection with this opinion, we have exam-
          ined and are familiar with originals or copies, certified
          or otherwise identified to our satisfaction, of (i) the
          Registration Statement, (ii) the Plan, (iii) the Certifi-
          cate of Incorporation of the Company, and amendments
          thereto, (iv) the By-laws of the Company, as amended, (v)
          certain resolutions, dated September 13, 1995, adopted by
          the Board of Directors of the Company, authorizing, among
          other things, the issuance of Common Stock pursuant to
          the Registration Statement and the Plan, and such other
          documents as we have deemed necessary or appropriate as a
          basis for the opinions set forth herein.

                    In our examination we have assumed the genuine-
          ness of all signatures, the legal capacity of all natural
          persons, the authenticity of all documents submitted to
          us as originals, the conformity to original documents of
          all documents submitted to us as certified or photostatic
          copies, and the authenticity of the originals of such
          copies.  As to any facts material to this opinion which
          we did not independently establish or verify, we have
          relied upon statements and representations of officers
          and other representatives of the Company and others.

                    Members of this firm are admitted to the Bar of
          the State of New York and we express no opinion as to the
          laws of any other jurisdiction, except the laws of the
          United States of America to the extent specifically
          referred to herein.

                    Based upon and subject to the foregoing, we are
          of the opinion that the shares of Common Stock to be
          issued under the Plan have been duly authorized, and,
          when issued in accordance with the terms and conditions
          of the Plan, will be validly issued, fully paid and non-
          assessable.

                    We hereby consent to the use of this opinion as
          an exhibit to the Registration Statement.  In giving such
          consent, we do not admit that we come within the category
          of persons whose consent is required under Section 7 of
          the Act or the rules and regulations of the Securities
          and Exchange Commission thereunder.

                                        Very truly yours,

                                        SKADDEN, ARPS, SLATE,
                                          MEAGHER & FLOM