8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 17, 2007 (May 17, 2007)

Rite Aid Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-5742	23-1614034
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

30 Hunter Lane, Camp Hill, Pennsylvania 17011

(Address of principal executive offices, including zip code)

(717) 761-2633

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 17, 2007, Rite Aid Corporation announced the terms of its offering of $1,220.0 million aggregate principal amount of senior unsecured notes consisting of $410 million of its 9.375% senior notes due 2015 (with a yield to maturity of 9.625%) and $810 million of its 9.500% senior notes due 2017 (with a yield to maturity of 9.750%). The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

99.1 Registrant's Press Release, dated May 17, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: May 17, 2007	By:	/s/ Robert B. Sari
	Name:		Robert B. Sari
	Title:		Executive Vice President,
			General Counsel and Secretary

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Exhibit Index

Exhibit No. Description

99.1 Registrant's Press Release dated May 17, 2007

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EX-99

INVESTORS	MEDIA
Kevin Twomey	Karen Rugen
(717) 731-6540	(717) 730-7766

or investor@riteaid.com

FOR IMMEDIATE RELEASE

RITE AID PRICES OFFERING OF SENIOR UNSECURED NOTES

CAMP HILL, PA, May 17, 2007 – Rite Aid Corporation (NYSE: RAD) announced today the terms of an offering of $1,220.0 million aggregate principal amount of senior unsecured notes consisting of $410 million of its 9.375% senior notes due 2015 (with a yield to maturity of 9.625%) and $810 million of its 9.500% senior notes due 2017 (with a yield to maturity of 9.750%). Rite Aid intends to use the net proceeds from the offering together with borrowings of approximately $94.0 million under its existing senior secured credit facility ($19.0 million more than previously announced as a result of the notes being issued at a discount), $1,105.0 million under a new $1,105.0 million term loan tranche of its existing senior secured credit facility and the issuance of 250 million shares of its common stock to fund the acquisition of the Brooks and Eckerd drugstore chains and pay related fees and expenses.

The transaction is expected to close by June 1, 2007.

The notes due 2015 and the notes due 2017 have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

Rite Aid Corporation is one of the nation’s leading drugstore chains with annual revenues of approximately $17.5 billion and more than 3,330 stores in 27 states and the District of Columbia. Information about Rite Aid, including corporate background and press releases, is available through the company’s website at www.riteaid.com.

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