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

                              FINAL AMENDMENT TO
                                SCHEDULE 13E-4
            ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)
                    OF THE SECURITIES EXCHANGE ACT OF 1934)
                                _____________

                             RITE AID CORPORATION
                               (NAME OF ISSUER)

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

          ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE 2006
                        (TITLE OF CLASS OF SECURITIES)

                                767754 AE 4
                   (CUSIP NUMBER OF CLASS OF SECURITIES)

                               FRANKLIN C. BROWN
               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)

                                    COPY TO:

                           NANCY A. LIEBERMAN, ESQ.
                     SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                               919 THIRD AVENUE
                           NEW YORK, NEW YORK  10022
                          TELEPHONE:  (212) 735-3000               
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
          PERSON(S) FILING STATEMENT)

                               JUNE 25, 1996
          (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO
                             SECURITY HOLDERS)

                               JULY 30, 1996
                            (DATE OF AMENDMENT)

                         Calculation of Filing Fee

            TRANSACTION VALUATION*            AMOUNT OF FILING FEE
                 $ 205,866,771                     $ 41,173.35         


          *  The transaction valuation upon which the filing fee
             was based was calculated as follows:  The purchase
             price of the Zero Coupon Convertible Subordinated
             Notes due 2006 (the "Notes"), as described herein, is
             $514.86 per $1,000 principal amount outstanding at
             stated maturity.  As of June 25, 1996, there were
             $399,850,000 in aggregate principal amount at maturity
             outstanding, resulting in an aggregate purchase price,
             assuming all Notes are tendered, of $205,866,771.  The
             filing fee was calculated as follows:  One-fiftieth of
             1% of $205,866,771 equals $41,173.35.

        [x]  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:   $41,173.35        FILING PARTY:  RITE AID CORPORATION
FORM OR REGISTRATION NO.: SCHEDULE 13E-4    DATE FILED:    JUNE 25, 1996


             This Final Amendment, dated July 30, 1996, amends the
          Issuer Tender Offer Statement on Schedule 13E-4
          ("Schedule 13E-4") filed with the Securities and Exchange
          Commission on June 25, 1996 by Rite Aid Corporation, a
          Delaware corporation (the "Company"), relating to the
          Company's offer to purchase for cash (the "Offer to
          Purchase") any and all Zero Coupon Convertible
          Subordinated Notes due 2006 of the Company (the "Notes"),
          at the option of each holder thereof, at a purchase price
          of $514.86 for each $1,000 principal amount at stated
          maturity of Notes (the "Purchase Price"), upon the terms
          and subject to the conditions set forth in the Offer to
          Purchase, dated June 25, 1996, and in the accompanying
          Purchase Notice and Letter of Transmittal (the "Purchase
          Notice"), dated June 25, 1996, copies of which were
          attached to the Schedule 13E-4 as Exhibits (a)(1) and
          (a)(2), respectively.

             The following information amends the information
          previously included in the Schedule 13E-4.

          (a)  The offer contained in the Offer to Purchase and in
          the accompanying Purchase Notice (which together
          constituted the "Offer") expired at 12:00 midnight, New
          York City time, on Wednesday, July 24, 1996 (the
          "Purchase Date").

          (b)  $27,608,000 principal amount at stated maturity of
          Notes (including $196,000 principal amount at stated
          maturity of Notes delivered pursuant to notices of
          guaranteed delivery), or approximately 6.9% of the then
          outstanding Notes, were validly tendered through the
          Purchase Date and were not withdrawn and were purchased
          by the Company at the Purchase Price, for an aggregate
          price of $14,214,254.88.

          (c)  This Schedule 13E-4 is hereby terminated.


                                  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:  July 30, 1996

                                        RITE AID CORPORATION

                                        By:   /s/  Elliot S. Gerson 
                                           ______________________________
                                        Name:   Elliot S. Gerson
                                        Title:  Senior Vice President and
                                                Assistant Chief Legal Counsel