SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549


FORM 8-A

	

AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934

	

                  HOOK-SUPERX, INC.                  
(Exact name of registrant as specified in its charter)

AMENDMENT NO. 1

To Registration Statement on Form 8-A
dated June 29, 1992 relating to 
Preferred Stock Purchase Rights

Delaware                   1-11122                31-1186877

(State or other       (Commission File         (I.R.S. Employer
jurisdiction of            Number)            Identification No.)
incorporation)



   175 Tri-County Parkway, Cincinnati, Ohio  	45246-3222
   (Address of principal executive offices)  	 (Zip Code)

	The undersigned registrant hereby amends the following 
items, financial statements, exhibits or other portions of 
its Registration Statement on Form 8-A as set forth in the 
pages attached hereto:

1.	Item 1.		Description of Registrant's Securities 
to be Registered.

2.	Item 2.		Exhibits.




Exhibit Index Appears on Page 2
Page 1 of 3 Pages



1.	ITEM 1.	Description of Registrant's Securities to be Registered.

	On April 1, 1994, the Board of Directors of Hook-
SupeRx, Inc., a Delaware corporation (the "Company"), 
approved an Amendment, dated as of March 30, 1994, to the 
Rights Agreement, dated as of June 3, 1992 (the "Rights 
Agreement"), between the Company and The Bank of New York, a 
New York banking corporation (the "Bank"), pursuant to 
which, among other things, the definition of an "Acquiring 
Person" under the Rights Agreement was amended to exclude 
Revco D.S., Inc., a Delaware corporation ("Revco"), and HSX 
Acquisition Corp., a Delaware corporation and wholly-owned 
subsidiary of Revco ("Acquisition Sub"), if they obtained 
Beneficial Ownership (as defined in the Rights Agreement) of 
more than the permitted percentage of common stock, $.01 par 
value per share, of the Company solely as a result of the 
execution, delivery and performance of the Agreement and 
Plan of Merger, dated as of March 31, 1994, between the 
Company, Revco and Acquisition Sub and the Voting Agreement, 
dated as of March 31, 1994, among Revco, Acquisition Sub and 
certain of the shareholders of the Company specified therein 
(as such agreements may be amended from time to time).

2.	ITEM 2.	Exhibits.

	Item 2 is amended by adding a new Exhibit as follows:

*	Amendment to Rights Agreement, dated as of  March 
30, 1994, between Hook-SupeRx, Inc. and The Bank 
of New York


EXHIBIT INDEX

  	Exhibit
	  Number		    	Description

     2.         Amendment to Rights Agreement, dated as of  
                March 30, 1994, between Hook-SupeRx, Inc. 
                and The Bank of New York










Page 2 of 3 Pages



SIGNATURE

	Pursuant to the requirements of the Securities Exchange 
Act of 1934, the Registrant has duly caused this amendment 
to be signed on its behalf by the undersigned hereunto duly 
authorized.

						                             HOOK-SUPERX, INC.
					                             	(Registrant)



Date: June 27, 1994				By: 
___________________________
                       						      Timothy M. Mooney
						                             Senior Vice President, Chief
																																			 Financial Officer











Page 3 of 3 Pages

	Exhibit 2

AMENDMENT TO
RIGHTS AGREEMENT

Amendment, dated as of March 30, 1994 (this 
"Amendment"), to the Rights Agreement, dated as of June 
3, 1992 (the "Rights Agreement"), between Hook-SupeRx, 
Inc., a Delaware corporation (the "Corporation"), and 
The Bank of New York, a New York banking corporation 
(the "Bank").

WHEREAS, the Corporation intends to enter into an 
Agreement and Plan of Merger between the Corporation, 
Revco D.S., Inc., a Delaware corporation ("Revco"), and 
HSX Acquisition Corp., a Delaware corporation and a 
wholly-owned subsidiary of Revco ("Acquisition Sub"), 
pursuant to which, among other things, Acquisition Sub 
will merge with and into the Corporation on the terms 
and subject to the conditions set forth therein (the 
"Merger Agreement");

WHEREAS, concurrently with the execution of Merger 
Agreement, Broad Street Investment Fund I, L.P., Stone 
Street Fund 1986, Bridge Street Fund 1986, Goldman, 
Sachs & Co., and The Kroger Co. (collectively, the 
"Shareholders"), intend to enter into a Voting Agreement 
with Revco and Acquisition Sub pursuant to which the 
Shareholders will agree on the terms set forth therein 
to, among other things, vote the shares of Common Stock, 
par value $.01, of the Corporation ("Common Shares") 
owned by them in the manner set forth therein (the 
"Voting Agreement");

WHEREAS, the parties hereto desire, prior to the 
execution of the Merger Agreement and the Voting 
Agreement, to amend the Rights Agreement to provide that 
neither Revco nor Acquisition Sub shall be deemed an 
Acquiring Person under the Rights Agreement to the 
extent they may be deemed to become the Beneficial Owner 
of Common Shares as a result of the execution, delivery 
or performance of either or both the Merger Agreement 
and the Voting Agreement.

NOW, THEREFORE, in consideration of the premises 
and the mutual agreements herein set forth, the parties 
hereby agree as follows:

1.	Acquiring Person.  Section  1(a) of the Rights 
Agreement is hereby amended as follows:

	a.	Deleting the word "or" immediately prior 
to "(vi)."

b.	Adding the following provision at the end 
of the first sentence thereof:

"or (vii) becomes the Beneficial Owner of 
more than the permitted percentage of 
Common Shares as a result of the 
execution, delivery or performance of 
either or both of the Agreement and Plan 
of Merger dated as of March 31, 1994, 
among the Corporation, Revco, D.S., Inc., 
a Delaware corporation ("Revco") and HSX 
Acquisition Corp., a Delaware corporation 
("Acquisition Sub"), and the Voting 
Agreement, dated as of March 31, 1994, 
among Revco, Acquisition Sub, Broad Street 
Fund I, L.P., Stone Street Fund 1986, 
Bridge Street Fund 1986, Goldman, Sachs & 
Co. and The Kroger Company (as such 
agreements may be amended from time to 
time)."

2.	Binding Effect.  Except as amended hereby, the 
Rights Agreement shall remain in full force and effect 
and shall, as amended hereby, continue to be a valid and 
binding agreement, enforceable in accordance with its 
terms.

3.	Counterparts: Facsimile Signature.  This 
Amendment may be executed in any number of counterparts 
all of which, when taken together, shall constitute one 
and the same instrument.  The parties hereto agree that 
this Amendment shall be deemed properly executed for all 
purposes upon receipt by each of an executed facsimile 
thereof with originals thereof to follow.

4.	Effective Date.  The provisions of this 
Amendment shall be deemed to be effective immediately 
prior to the execution of the Merger Agreement and the 
Voting Agreement.  This Amendment shall be deemed void 
ab initio if the Merger Agreement has not been executed 
by April 4, 1994.

IN WITNESS WHEREOF, the parties hereto have caused 
this Amendment to be duly executed and attested, all as 
of the date and year first above-written.

THE BANK OF NEW YORK

By  /s/ John I. Sivertsen               
John I. Sivertsen
Vice President

HOOK-SUPERX, INC.

By  /s/ Philip E. Beekman               
Philip E. Beekman
President