UNITED STATES                              OMB APPROVAL
                     SECURITIES AND EXCHANGE COMMISSION               OMB number:   3235-0145
                          WASHINGTON, D.C.  20549                     Expires:      October 31, 1994
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                                SCHEDULE 13G


                             (AMENDMENT NO. 3)*

                              Woolworth Corp.
                              (Name of Issuer)

                       (Title of Class of Securities)

                               (CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (2/92) Page 1 of 3 PAGE CUSIP No. 980883102 13G Page 2 of 3 -------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Capital Group Companies, Inc. 86-0206507 -------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [ ] (b) [ ] -------------------------------------------------------------------------- SEC USE ONLY 3 -------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware -------------------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF NONE ---------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 6 NONE OWNED BY ---------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 0 ---------------------------------------------- PERSON SHARED DISPOSITIVE POWER WITH 8 NONE ------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 0 Beneficial ownership disclaimed pursuant to Rule 13d-4 ------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 ------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 0.00% ------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 12 HC ------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 3 pages PAGE Page 3 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Fee enclosed [ ] or Amendment No. 3 Item 1(a) Name of Issuer: Woolworth Corp. Item 1(b) Address of Issuer's Principal Executive Offices: 2331 Broadway, Woolworth Building New York, NY 10279 Item 2(a) Name of Person(s) Filing: The Capital Group Companies, Inc. Item 2(b) Address of Principal Business Office: 333 South Hope Street Los Angeles, CA 90071 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Item 2(e) CUSIP Number: 980883102 Item 3 The person(s) filing is(are): (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (g) [X] Parent Holding Company in accordance with Section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership (a) Amount Beneficially Owned: See item 9, pg.2 (b) Percent Class: See item 11, pg.2 (c) Number of shares as to which such person has: i) sole power to vote or to direct the vote See item 5, pg.2 ii) shared power to vote or to direct the vote None iii) sole power to dispose or to direct the disposition of See item 7, pg.2 iv) shared power to dispose or to direct the disposition of None - beneficial ownership disclaimed pursuant to Rule 13d-4 Item 5 Ownership of 5% or Less of a Class: X Item 6 Ownership of More than 5% on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of the Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were aquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 8, 1995 Signature: /s/ Larry P. Clemmensen ------------------------------------------------- Name/Title: Larry P. Clemmensen, Ex. Vice President/PFO ------------------------------------------------- The Capital Group Companies, Inc. -------------------------------------------------