SC 14D1/A

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

                             SCHEDULE 14D-1
                            AMENDMENT NO. 12
                         TENDER OFFER STATEMENT
           PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
                             ACT OF 1934
                                 AND
                            SCHEDULE 13D
                           AMENDMENT NO. 12
                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. 12 to the Schedule 14D-1 also
          constitutes Amendment No. 12 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 March 28, 1996, Parent issued a press release
          which announced, among other things, that at a Special
          Meeting of Parent's stockholders, Parent's stockholders
          approved the issuance of up to a maximum of 42,865,712
          shares of Parent Common Stock pursuant to the Merger.  A
          copy of the press release is filed herewith as Exhibit
          (a)(20) and is incorporated herein by reference.

          ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

               (a)(20)   Text of Press Release, dated March 28, 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:  March 28, 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)(20)        Text of Press Release, dated March 28,
                         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

                              JOELE FRANK/LISSA WEINMANN
                              Abernathy MacGregor Scanlon
                              (212) 371-5999

          FOR IMMEDIATE RELEASE      

          RITE AID STOCKHOLDERS APPROVE ISSUANCE OF STOCK
          IN CONNECTION WITH REVCO MERGER
                                  ____________________

                    CAMP HILL, PA, MARCH 28, 1996 -- At a special
          meeting held today, the stockholders of Rite Aid
          Corporation (RAD: NYSE, PSE) approved the issuance of up
          to a maximum of 42,865,712 shares of Rite Aid common stock
          in connection with the proposed merger of Revco D.S., Inc.
          (RXR: NYSE) with Ocean Acquisition Corporation, a wholly
          owned subsidiary of Rite Aid.  The preliminary results
          indicated that more than 65,415,000 of Rite Aid's common
          shares were voted at the meeting, and approximately 98.8
          percent of those shares voted to authorize the issuance of
          the shares.

                    As previously announced, Rite Aid and Ocean
          Acquisition have extended the expiration date of Ocean
          Acquisition's cash tender offer to purchase 35,144,833
          shares of Revco common stock to 11:59 p.m., New York City
          time, on Tuesday, April 9, 1996.   Also as previously
          announced, Rite Aid has voluntarily agreed with the
          Federal Trade Commission to a rolling ten-day extension,
          which commenced March 20, 1996, of the Hart-Scott-Rodino
          waiting period in connection with Rite Aid's proposed
          acquisition of Revco.  Following completion of the tender
          offer, Revco's stockholders will be asked to approve the
          Merger Agreement at a special meeting of Revco
          stockholders.  

                    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.