SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               _______________

                               SCHEDULE 14D-1
                              AMENDMENT NO. 16
                          TENDER OFFER STATEMENT
         PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
                                ACT OF 1934
                                   AND
                               SCHEDULE 13D
                             AMENDMENT NO. 16
                UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             _____________

                           REVCO D.S., INC. 
                        (Name of Subject Company)
                            _____________

                         RITE AID CORPORATION
                    OCEAN ACQUISITION CORPORATION
                            (Bidders)
                          _____________

               COMMON STOCK, PAR VALUE, $.01 PER SHARE
                   (Title of Class of Securities)
                           _____________

                            761339 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, PENNSYLVANIA  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, NEW YORK  10022
                      TELEPHONE:  (212) 735-3000
                           _______________

                Ocean Acquisition Corporation, a Delaware corporation
          (the "Purchaser") and a wholly owned subsidiary of Rite Aid
          Corporation, a Delaware corporation ("Parent"), and Parent
          hereby amend and supplement their Statement on Schedule 14D-
          1 (the "Schedule 14D-1"), filed with the Securities Exchange
          Commission (the "Commission") on December 4, 1995, with
          respect to the Purchaser's offer to purchase 35,144,833
          shares of common stock, par value $.01 per share (the
          "Shares"), of Revco D.S., Inc., a Delaware corporation (the
          "Company"),  at a price of $27.50 per Share, net to the
          seller in cash, (such price, or such higher price per Share
          as may be paid in the Offer, the "Offer Price") upon the
          terms and subject to the conditions set forth in the Offer
          to Purchase and in the related Letter of Transmittal (which,
          as amended from time to time, together constitute the
          "Offer").  This Amendment No. 16 to the Schedule 14D-1 also
          constitutes Amendment No. 16 to the Statement on Schedule
          13D of the Purchaser and Parent.  The item numbers and
          responses thereto below are in accordance with the
          requirements of Schedule 14D-1.

          ITEM 10.  ADDITIONAL INFORMATION.

               (f)  On April 19, 1996, Parent issued a press release
          which announced, among other things, that Parent and the
          Purchaser have extended the expiration date of the Offer to
          11:59 p.m., New York City time, on Friday, April 26, 1996. 
          The Offer had previously been scheduled to expire at 11:59
          p.m., New York City time, on Wednesday, April 24, 1996.  A
          copy of the press release is filed herewith as Exhibit
          (a)(24) and is incorporated herein by reference.

          ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

               (a)(24)   Text of Press Release, dated April 19, 1996,
          issued by Parent.


                                   SIGNATURES

               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:  April 19, 1996
                                        RITE AID CORPORATION

                                        By:  /s/ Martin L. Grass       
                                           _____________________________
                                           Name:  Martin L. Grass 
                                           Title: Chairman of the Board and 
                                                  Chief Executive Officer
                                           
                                        OCEAN ACQUISITION CORPORATION

                                        By: /s/ Martin L. Grass        
                                           ______________________________
                                           Name:   Martin L. Grass
                                           Title:  President


                                  EXHIBIT INDEX
           
          EXHIBIT
          NUMBER               DESCRIPTION

          (a)(24)        Text of Press Release, dated April 19,
                         1996, issued by Parent.

EX-99

          (RITE AID
          CORPORATION - LOGO)

          CONTACTS:    

          MEDIA:                             INVESTORS:
          SUZANNE MEAD                       FRANK BERGONZI 
          VP Corporate Communications        Executive VP and CFO
          (717) 975-5887                     (717) 975-5750

                              LISSA WEINMANN\DAN KATCHER
                              Abernathy MacGregor Scanlon
                              (212) 371-5999

          FOR IMMEDIATE RELEASE     

          RITE AID FURTHER EXTENDS HART-SCOTT-RODINO WAITING
          PERIOD AND RITE AID FURTHER EXTENDS OFFER FOR REVCO 
                    __________________________________________        

          CAMP HILL, PA, APRIL 19, 1996 -- Rite Aid Corporation (RAD: NYSE, PSE)
          announced today that it has further extended the Hart-Scott-
          Rodino waiting period in connection with Rite Aid's proposed
          acquisition of Revco D.S., Inc. (RXR: NYSE) through Friday,
          April 26, 1996.  Accordingly, Rite Aid and its subsidiary
          Ocean Acquisition Corporation also announced that they have
          extended the expiration date of Ocean Acquisition's $27.50
          per share cash tender offer to purchase 35,144,833 shares of
          common stock of Revco D.S., Inc. (RXR: NYSE) to 11:59 p.m.,
          New York City time, on Friday, April 26, 1996.  Both the
          Hart-Scott-Rodino waiting period and the tender offer had
          previously been scheduled to expire on Wednesday, April 24,
          1996.  As of 5:00 p.m., New York City time, on Thursday,
          April 18, 1996, 23,646,871 shares of Revco common stock had
          been validly tendered in the offer.

                    Rite Aid Corporation, based in Camp Hill,
          Pennsylvania, is the nation's largest drugstore chain, with
          over 2,700 stores in 21 states and the District of Columbia.

                    General information about Rite Aid including
          corporate background and press releases is available, free of
          charge, through the company's News-On-Demand fax service at
          (800) 916-7788.