SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549 

                               SCHEDULE 14D-1
                              AMENDMENT NO. 1
         TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                          PERRY DRUG STORES, INC.
                         (NAME OF SUBJECT COMPANY)

                        LAKE ACQUISITION CORPORATION
                           RITE AID CORPORATION
                               (BIDDERS)

                    COMMON STOCK, $.05 PAR VALUE
                    (TITLE OF CLASS OF SECURITIES)

                            714611 10 0
                (CUSIP NUMBER OF CLASS OF SECURITIES)

                           FRANKLIN C. BROWN, ESQ.
              EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL
                            RITE AID CORPORATION
                              30 HUNTER LANE
                            CAMP HILL, PA  17011
                          TELEPHONE: (717) 761-2633
     (Name, address and telephone number of person authorized to 
       receive notices and communications on behalf of bidders)

                             WITH A COPY TO:

                       NANCY A. LIEBERMAN, ESQ.
                 SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                          919 THIRD AVENUE
                         NEW YORK, NY  10022
                           (212) 735-3000
                                                                       


               Rite Aid Corporation, a Delaware corporation
     ("Parent"), and Lake Acquisition Corporation, a wholly owned
     subsidiary of Parent (the "Purchaser"), hereby amend and 
     supplement their Statement on Schedule 14D-1 ("Schedule 14D-1"),
     filed with the Securities and Exchange Commission (the
     "Commission") on December 29, 1994, with respect to the
     Purchaser's offer to purchase all outstanding shares of common
     stock, par value $.05 per share (the "Common Stock"), of Perry
     Drug Stores, Inc., a Michigan corporation (the "Company"), and
     the associated Preferred Stock Purchase Rights (the "Rights" and,
     together with the Common Stock, the "Shares") issued pursuant to
     the Rights Agreement, dated as of February 4, 1987, as amended,
     between the Company and State Street Bank & Trust Company, as
     successor Rights Agent (the "Rights Agreement"), at a price of
     $11.00 per Share, net to the seller in cash, without interest
     thereon.

               Unless otherwise indicated herein, each capitalized
     term used but not defined herein shall have the meaning ascribed
     to such term in Schedule 14D-1 or in the Offer to Purchase
     referred to therein.

     ITEM 10.  ADDITIONAL INFORMATION.

               The information set forth in Item 10(f) of the Schedule
     14D-1 is hereby amended and supplemented by the following
     information:

               On December 29, 1994, Parent issued a press release, a
     copy of which is attached hereto as Exhibit (a)(9) and is
     incorporated herein by reference, relating to the commencement of
     the Offer. 

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

     (a)(9)    Text of Press Release, dated December 29, 1994,
               issued by Rite Aid Corporation.



                                 SIGNATURE

          After due 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.

     Dated:  January 3, 1995

                                     RITE AID CORPORATION

                                     By: /s/ Martin L. Grass           
                                        _________________________
                                        Name:   Martin L. Grass
                                        Title:  President and
                                                 Chief Operating Officer


                                 SIGNATURE

          After due 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.

     Dated:  January 3, 1995

                                     LAKE ACQUISITION CORPORATION

                                     By: /s/ Martin L. Grass           
                                         ___________________________
                                         Name:   Martin L. Grass
                                         Title:  Vice President



                               EXHIBIT INDEX

     Exhibit No.             Description

     (a)(9)          Text of Press Release, dated December 29, 1994, issued
                     by Rite Aid Corporation.

EX-99

                                                EXHIBIT (a)(9)
[logo of Rite Aid]                              MAILING ADDRESS
                                                P.O. Box 3165
                                                Harrisburg, PA 17105

PRESS RELEASE                                   GENERAL OFFICE
For Further Information Contact:                30 Hunter Lane
                                                Camp Hill, PA 17011

Frank Bergonzi
Senior Vice President, Finance
717-975-5750

FOR IMMEDIATE RELEASE

     RITE AID ANNOUNCES CASH TENDER OFFER FOR PERRY DRUG STORES,
     INC. STOCK AT $11 PER SHARE.

CAMP HILL, PA (December 29, 1994)-Rite Aid Corporation (RAD-NYSE, PSE)
announced today that Lake Acquisition Corporation, its wholly owned subsidiary,
has commenced a cash tender offer for all outstanding shares of common stock of
Perry Drug Stores, Inc. at $11 per share.  The offer is being made pursuant to 
the previously announced merger agreement between Rite Aid and Perry Drug.  The
offer is conditioned upon, among other things, the tender of a majority of the
shares oustanding on a fully diluted basis.  The offer and withdrawal rights 
are scheduled to expire at midnight on Friday, January 27, 1995.  Mackenzie 
Partners, Inc. is acting as the Information Agent for the offer.

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