SC 13E4

  

                                                                         

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

                      SCHEDULE 13E-4

                ISSUER TENDER OFFER STATEMENT
                (PURSUANT TO SECTION 13(E)(1)
            OF THE SECURITIES EXCHANGE ACT OF 1934)

                   (AMENDMENT NO. 1)

                 RITE AID CORPORATION
                   (NAME OF ISSUER)

                 RITE AID CORPORATION
         (NAME OF PERSON(S) FILING STATEMENT)

        COMMON STOCK, PAR VALUE $1.00 PER SHARE
            (TITLE OF CLASS OF SECURITIES)

                      767754104
         (CUSIP NUMBER OF CLASS OF SECURITIES)

                   Franklin C. Brown
               Executive Vice President
                   General Counsel
                 Rite Aid Corporation
                    30 Hunter Lane
                 Camp Hill, PA 17011
                   (717) 761-2633
     (Name, Address and Telephone Number of Person
   Authorized to Receive Notices and Communications
     on Behalf of the Person(s) Filing Statement)
                   _______________

                      COPY TO:

              Nancy A. Lieberman, Esq.
         Skadden, Arps, Slate, Meagher & Flom
                 919 Third Avenue
             New York, New York 10022
                 (212) 735-3000
                 ________________

                 JANUARY 10, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
                 _______________


             CALCULATION OF FILING FEE
 ______________________________________________________________________

 TRANSACTION VALUATION*: $407,000,000      AMOUNT OF FILING FEE:$81,400 
 ______________________________________________________________________

   Check box if any part of the fee is offset as provided by Rule 0-
   11(a)(2) and identify the filing with which the offsetting fee was
   previously paid.  Identify the previous filing by registration
   statement number, or the Form or Schedule and the date of its filing. 

  AMOUNT PREVIOUSLY PAID: N/A                      FILING PARTY: N/A
  FORM OR REGISTRATION NO.: N/A                    DATE FILED: N/A  
 
 *Based upon purchase of 22,000,000 Shares at the maximum tender offer
  price, $18.50 per Share


               This Amendment No. 1 amends and supplements the Issuer
          Tender Offer Statement on Schedule 13E-4, dated January 10,
          1994 (the "Schedule 13E-4"), of Rite Aid Corporation, a
          Delaware corporation (the "Company"), relating to the
          tender offer by the Company to purchase 22,000,000 shares
          (or such lesser number of shares as are validly tendered)
          of its common stock, par value $1.00 per share (the
          "Shares")(including the associated preferred share purchase
          rights), at prices, net to the seller in cash, not greater
          than $18.50 nor less than $16.00 per Share, specified by
          shareholders, upon the terms and subject to the conditions
          set forth in the Offer to Purchase, dated January 10, 1994
          (the "Offer to Purchase") and in the related Letter of
          Transmittal (which together constitute the "Offer"). 
          Capitalized terms used but not defined herein have the
          meanings ascribed to them in the Offer to Purchase.

          ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.

                    Item 9 is hereby amended and supplemented to add
          the following exhibit:

                    (a)(10)   Press Release issued by the Company on
                              February 4, 1994.


                                   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.

                                        RITE AID CORPORATION

          Dated: February 7, 1994       /s/Martin L. Grass           
                                        Name: Martin L. Grass
                                        Title: President and Chief
                                                  Operating Officer


                                                                 Page in
          Exhibit                                              Sequentially
            No.                   Description                  Numbered Copy

           (a)(10)    Press Release issued by the Company on
                      February 4, 1994  . . . . . . . . . . .

EX-11

          EXHIBIT (a)(10)

          [RITE AID LETTERHEAD]

          Press Release
          For Further Information Contact:

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

          FOR IMMEDIATE RELEASE

          RITE AID CONFIRMS IT WILL NOT MODIFY TERMS OF TENDER
          OFFER

          CAMP HILL, PA (February 4, 1994) -- Rite Aid Corporation
          (RAD-NYSE,PSE) today announced that it will not increase
          the range of prices to be paid, extend the midnight (EST)
          February 7, 1994, expiration date, or amend the number of
          shares sought in its "Dutch Auction" cash self-tender
          offer to purchase up to 22,000,000 shares of its common
          stock at prices specified by stockholders ranging from
          $16 to $18.50 per share.

          The self-tender offer, proration period and withdrawal
          rights expire at midnight, EST, on Monday, February 7,
          1994.

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