<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>s33945.txt
<TEXT>
                                           Filed pursuant to Rule No. 424(b)(3)
                                                          File Number 333-64930


                        PROSPECTUS SUPPLEMENT NO. 3


                            VENATOR GROUP, INC.
                                $150,000,000
               5.50% Convertible Subordinated Notes due 2008
      and shares of common stock issuable upon conversion of the notes


         This prospectus supplement supplements the prospectus dated August
1, 2001 of Venator Group, Inc. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of the securityholders' interests)
of up to $150,000,000 principal amount at maturity of notes and the shares
of common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus, and this
prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes
the information contained in the prospectus.

         The table of selling securityholders contained in the prospectus
is hereby amended to add the entity named below as a selling securityholder.

<TABLE>
<CAPTION>
                                AGGREGATE PRINCIPAL                      NUMBER OF SHARES     PERCENTAGE OF
                                AMOUNT AT MATURITY                       OF COMMON STOCK    SHARES OF COMMON
                                   OF NOTES         PERCENTAGE OF NOTES     THAT MAY        STOCK OUTSTANDING
NAME                            THAT MAY BE SOLD      OUTSTANDING          BE SOLD (1)           (2)
                                ----------------      -----------          -----------      -----------------

<S>                                 <C>                                      <C>                   <C>
Sturgeon Limited                    $ 648,000                *               40,997                *
*  Less than one percent (1%).
</TABLE>

(1)  Assumes conversion of all of the holder's notes at a conversion rate
     of 63.2671 shares of common stock per $1,000 principal amount at
     maturity of the notes. This conversion rate is subject to adjustment,
     however, as described under "Description of the Notes - Conversion of
     the Notes." As a result, the number of shares of common stock issuable
     upon conversion of the notes may increase or decrease in the future.

(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
     139,471,607 shares of common stock outstanding as of June 2, 2001. In
     calculating this amount for each holder, we treated as outstanding the
     number of shares of common stock issuable upon conversion of all that
     holder's notes, but we did not assume conversion of any other holder's
     notes.

         Investing in the notes or shares of common stock involves risks
that are described in the "Risk Factors" section beginning on page 7 of the
prospectus.

         Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.

         The date of this prospectus supplement is September 21, 2001.

</TEXT>
</DOCUMENT>