UNITED STATES SECURITIES AND EXCHANGE COMMISSION


     Litigation Release No. 15794 / June 29, 1998

     Accounting and Auditing Enforcement
     Release No. 1048 / June 29, 1998

     Securities and Exchange Commission v. Charles T. Young and Selig Adler
     (June 29, 1998, S.D.N.Y.) 98 Civ. 4564 (J. Batts)

          The Securities and Exchange Commission ( Commission ) announced today
     that it filed and simultaneously settled enforcement proceedings against
     Venator Group, Inc., formerly known as Woolworth Corporation (hereinafter
     referred to as  Woolworth  or  the company ), and four of its former senior
     officers, based on Woolworth s material misstatement in filings with the
     Commission of its quarterly financial results for the first three quarters
     of its fiscal year 1993, and for the fourth quarter of fiscal 1993 in a
     company press release.  

          In a cease-and-desist proceeding against Woolworth, which the company
     simultaneously settled without admitting or denying the Commission s
     allegations, the Commission found that former officers at Woolworth and two
     of its major subsidiaries, Kinney Shoe Corporation ( Kinney Shoe ) and
     Woolworth Canada Inc. ( Woolworth Canada ), engaged in a scheme to manage
     the company s reported earnings by inflating profits in early quarters, so
     that Woolworth could report positive earnings.  Results were then adjusted
     in subsequent quarters so that results would be accurate by year-end.

          In a separate Complaint, seeking permanent injunctions and monetary
     relief in the United States District Court for the Southern District of New
     York against former Woolworth officers Charles T. Young ( Young ) and Selig
     Adler ( Adler ), the Commission alleged that the fraud was accomplished at
     the direction, or with the knowledge, of Young, the former senior vice-
     president of finance and chief financial officer of Woolworth.  The
     Complaint also alleges that the fraud was conducted by the chief financial
     officers of two Woolworth subsidiaries, including Adler at Kinney Shoe
     Corporation U.S. ( Kinney ) and the chief financial officer of Woolworth
     Canada, Inc. ( Woolworth Canada ), both of whom falsified the subsidiaries 
     quarterly results by understating cost of sales and improperly deferring
     expenses reported by the subsidiaries. The Commission also named E. Ronald
     Gamble ( Gamble ), former chief financial officer at Woolworth Canada, in
     the related cease-and-desist proceeding.  Without admitting or denying the
     findings, Gamble consented to the entry of the Order. 

          The Complaint against Young and Adler alleges that they violated
     Section 10(b) of the Securities Exchange Act of 1934 ( Exchange Act ) and
     Rules 10b-5 and 13b2-1 thereunder, and Young violated Rule 13b2-2 of the
     Exchange Act by signing management representation letters for each quarter
     of fiscal 1993 in which he falsely represented information relating to
     Woolworth s true financial condition.  It is also alleged that each of the

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     defendants aided and abetted Woolworth s violations of Sections 13(a),
     13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13
     thereunder.

          Simultaneous with the filing of the Commission s Complaint, Young and
     Adler, without admitting or denying the allegations of the Complaint,
     consented to the entry of Final Judgments permanently enjoining them from
     violating the relevant provisions of the federal securities laws.  Adler
     also agreed to pay a civil penalty of $25,000; no penalty was entered
     against Young due to his demonstrated inability to pay.  Based upon the
     entry of the injunction, Young also consented to the entry of an
     administrative order pursuant to Rule 102(e) of the Commission s Rules of
     Practice barring him for a period of five years from appearing or
     practicing before the Commission as an accountant.      

          In the related cease-and-desist order proceeding, Woolworth, Gamble
     and Laura T. Kirsner ( Kirsner ), the former assistant controller of
     Woolworth, consented to entry of an Order ( Order ) finding that Woolworth
     violated and Gamble and Kirsner caused violations of Sections 13(a),
     13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13
     thereunder. 

          The Order makes further findings that, Gamble, under pressure from
     Woolworth to report strong results, adjusted Woolworth Canada s preliminary
     results from the general ledger each month in fiscal 1993, to smooth
     expenses over the entire year and to bring Woolworth Canada s results into
     line with the company s internal forecasts. Based on these facts, the
     Commission found that Gamble had violated Section 10(b) of the Exchange Act
     and Rules 10b-5 and 13b2-1 thereunder.

          The Order entered by the Commission requires Woolworth, Gamble and
     Kirsner to cease and desist from committing any violation and any future
     violation of the federal securities laws alleged against them.




















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