<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998

                                                   REGISTRATION NO. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER
                           The Securities Act of 1933

                          ----------------------------

                                DUANE READE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                            04-3164702
(State or other jurisdiction                   (I.R.S. Employer Identification
 of incorporation or organization)               No.)

           440 NINTH AVENUE                                   10001
        NEW YORK, NEW YORK 10001                            (Zip Code)
(Address of principal executive offices)

                           ------------------------

                   DUANE READE INC. 1992 STOCK INCENTIVE PLAN
                DUANE READE INC. 1997 EQUITY PARTICIPATION PLAN

                           (FULL TITLE OF THE PLANS)

                           -------------------------

                                ANTHONY J. CUTI
                                DUANE READE INC.
                                440 NINTH AVENUE
                            NEW YORK, NEW YORK 10001
                                 (212) 273-5700
               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               STEVEN DELLA ROCCA
                                LATHAM & WATKINS
                                885 THIRD AVENUE
                                   SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed              Proposed
Title of Securities to be               Amount                        Maximum               Maximum             Amount of
Registered                           of Shares to                 Offering Price           Aggregate          Registration
                                    be Registered                  Per Share (1)      Offering Price (1)           Fee
<S>                                  <C>                   <C>                           <C>                      <C>
Common Stock                          1,910,543             $0.58; $7.34;                 $17,218,145             $5,079
$.01 par value                                              $8.33; $12.77;
                                                            $16.50; $21.5625
                                                            $24.74; $24.89
                                                            $29.37; $40.86;
                                                            $25.3125

</TABLE>

(1) For purpose of computing the registration fee only. Pursuant to Rule 457(h)
the Proposed Maximum Offering Price Per Share is based upon: (a) the exercise
price per share of $0.58 of outstanding options for 467,557 shares; (b) the
exercise price per share of $7.34 of outstanding options for 68,101 shares; (c)
the exercise price per share of $8.33 of outstanding options for 1,005,772
shares; (d) the exercise price per share of $12.77 of outstanding options for
17,902 shares; (e) the exercise price per share of $16.50 of outstanding
options for 143,000 shares; (f) the exercise price per share of, $21.5625 of
outstanding options for 10,000 shares; (g) the exercise price per share of
$24.74 of outstanding options for 20,000 shares; (h) the exercise price per
share of $24.89 of outstanding options for 5,000 shares; (i) the exercise price
per share of $29.37 of outstanding options for 17,901 shares; (j) the exercise
price per share of $40.86 of outstanding options for 17,901 shares; and (g) for
the remaining 137,409 shares, $25.3125, the average high and low prices
reported for the Company's Common Stock on the New York Stock Exchange on 
June 2, 1998.



<PAGE>



                                     PART I

Item 1. Plan Information

                 Not required to be filed with this Registration Statement.

Item 2. Registration Information and Employee Plan Annual Information

                 Not required to be filed with this Registration Statement.


                                    PART II

Item 3.  Incorporation of Documents by Reference

                 The following documents filed with the Securities and Exchange
Commission by Duane Reade Inc., a Delaware corporation (the "Company"), are
incorporated as of their respective dates in this Registration Statement by
reference:

                 A. All reports filed by the Company pursuant to Sections 13(a)
                    and 15(d) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act"), since February 9, 1998.

                 B. Description of the Company's Common Stock contained in the
                    Company's Registration Statement on Form S-1 (File No.
                    333-41239) of the Registrant.

                 All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.

                 Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference herein modified or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

                 Not applicable.


<PAGE>


Item 5. Interests of Named Experts and Counsel

                 Not applicable.

Item 6. Indemnification of Directors and Officers

                 Section 145 of the Delaware General Corporation Law (the
"DGCL") and Article SEVENTH of the Amended and Restated Certificate of
Incorporation provide for indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Article SEVENTH
provides that unless otherwise determined by the Board of Directors, the
Company shall indemnify, to the full extent permitted by the laws of Delaware
as from time to time in effect, the persons described in Section 145 of DGCL.

                 The general effect of the provisions in the Amended and
Restated Certificate of Incorporation and the DGCL is to provide that the
Company shall indemnify its directors and officers against all liabilities and
expenses actually and reasonably incurred in connection with the defense or
settlement of any judicial of administrative proceedings in which they have
become involved by reason of their status as corporate directors or officers,
if they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with
the best interests of the Company. With respect to legal proceedings by or in
the right of the Company in which a director or officer is adjudged liable for
improper performance of his duty to the Company or another enterprise for which
such person served in a similar capacity at the request of this Company,
indemnification is limited by such provisions to that amount which is permitted
by the Court.

Item 7. Exemption from Registration Claimed

                 Not applicable.

Item 8. Exhibits

                 4(a)  Form of Amended and Restated Certificate of Incorporation
                       of the Company. (Incorporated herein by reference to
                       Registrant's Registration Statement on Form S-1, declared
                       effective on February 9, 1998, File No. 333-41239.)

                 4(b)  Form of Amended and Restated Bylaws of the Company.
                       (Incorporated herein by reference to Registrant's
                       Registration Statement on Form S-1, declared effective on
                       February 9, 1998, File No. 333-41239.)

                 4(c)  Form of certificate representing shares of
                       Common Stock, $0.01 par value per share. (Incorporated
                       herein by reference to Registrant's Registration
                       Statement on Form S-1, declared effective on February 9,
                       1998, File No. 333-41239.)

<PAGE>


                 4(d)  1992 Stock Incentive Plan. (Incorporated herein by
                       reference to Registrant's Registration Statement on Form
                       S-1, declared effective on February 9, 1998, File No.
                       333-41239.)

                 4(e)  1997 Equity Participation Plan (Incorporated herein by
                       reference to Registrant's Registration Statement on Form
                       S-1, declared effective on February 9, 1998, File No.
                       333-41239.)

                 5(a)  Opinion of Latham & Watkins as to the legality of the
                       Common Stock being registered.

                 23(a) Consent of Price Waterhouse LLP

                 23(b) Consent of Latham & Watkins (included in

                 24(a) Power of Attorney (included on signature page).

Item 9. Undertakings

                 (a)   The undersigned Registrant hereby undertakes:

                       (1) To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)   To include any prospectus required by Section
                                 10(a)(3) of the Securities Act of 1933 (the
                                 "Securities Act");

                           (ii)  To reflect in the  prospectus any facts or
                                 events arising after the effective date of this
                                 Registration Statement (or the most recent
                                 post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in the Registration Statement;

                           (iii) To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in the Registration
                                 Statement or any material change to such
                                 information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i)
                           and (a)(1)(ii) shall not apply to information
                           contained in periodic reports filed by the
                           Registrant pursuant to Section 13 or Section
                           15(d) of the Exchange Act that are incorporated by
                           reference in this Registration Statement.

<PAGE>


                       (2) That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           shall be deemed to be a new registration
                           statement relating to the securities offered
                           therein, and the offering of such securities at
                           that time shall be deemed to be the initial bona
                           fide offering thereof.

                       (3) To remove from registration by means of a post-
                           effective amendment any of the securities being
                           registered that remain unsold at the termination
                           of the offering.

                 (b) The undersigned Registrant hereby undertakes that, for
                     purposes of determining any liability under the
                     Securities Act, each filing of the Registrant's Annual
                     Report pursuant to Section 13(a) or 15(d) of the Exchange
                     Act that is incorporated by reference in the registration
                     statement shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

                 (c) Insofar as indemnification for liabilities arising under
                     the Securities Act may be permitted to directors,
                     officers and controlling persons of the Registrant
                     pursuant to the foregoing provisions, or otherwise, the
                     Registrant has been advised that in the opinion of the
                     Securities and Exchange Commission such indemnification
                     is against public policy as expressed in the Securities
                     Act and is, therefore, unenforceable. In the event that a
                     claim for indemnification against such liabilities (other
                     than the payment by the Registrant of expenses incurred
                     or paid by a director, officer or controlling person of
                     the Registrant in the successful defense of any action,
                     suit or proceeding) is asserted by such director, officer
                     or controlling person in connection with the securities
                     being registered, the Registrant will, unless in the
                     opinion of its counsel the matter has been settled by
                     controlling precedent, submit to a court of appropriate
                     jurisdiction the question whether such indemnification by
                     it is against public policy as expressed in the
                     Securities Act and will be governed by the final
                     adjudication of such issue.


<PAGE>


                                   SIGNATURES


                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 2, 1998.

                                                DUANE READE INC.


                                                By:  /s/William J. Tennant
                                                   ----------------------------
                                                     William J. Tennant
                                                       Senior Vice President and
                                                       Chief Financial Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

         Signature                                     Title
         ---------                                     -----

                                            Chairman, President, Chief Executive
/s/    Anthony J. Cuti                      Officer and Director (principal
-------------------------                   executive officer)
       Anthony J. Cuti


/s/   William J. Tennant                    Chief Financial Officer (principal
-------------------------                   financial and accounting officer)
      William J. Tennant

/s/   Nicole S. Arnaboldi
-------------------------
      Nicole S. Arnaboldi                   Director

/s/   David L. Jaffe
-------------------------
      David L. Jaffe                        Director

/s/   David W. Johnson
-------------------------
      David W. Johnson                      Director

/s/   Andrew J. Nathanson
-------------------------
      Andrew J. Nathanson                   Director

-------------------------
       Kevin Roberg




<PAGE>


                                 EXHIBIT INDEX


4(a)  Form of Amended and Restated Certificate of Incorporation of the
      Company. (Incorporated herein by reference to Registrant's
      Registration Statement on Form S-1, declared effective on February
      9, 1998, File No. 333-41239.)

4(b)  Form of Amended and Restated Bylaws of the Company. (Incorporated
      herein by reference to Registrant's Registration Statement on Form
      S-1, declared effective on February 9, 1998, File No. 333-41239.)

4(c)  Form of stock Certificate representing shares of Common Stock,
      $0.01 par value per share. (Incorporated herein by reference to
      Registrant's Registration Statement on Form S-1, declared
      effective on February 9, 1998, File No. 333-41239.)

4(d)  1992 Stock Incentive Plan. (Incorporated herein by reference to
      Registrant's Registration Statement on Form S-1, declared
      effective on February 9, 1998, File No. 333-41239.)

4(e)  1997 Equity Participation Plan. (Incorporated herein by reference
      to Registrant's Registration Statement on Form S-1, declared
      effective on February 9, 1998, File No. 333-41239.)

5(a)  Opinion of Latham & Watkins as to the legality of the Common Stock being
      registered. 23(a) Consent of Price Waterhouse LLP 23(b) Consent of Latham
      & Watkins (included in Exhibit 5(a)).

23(a) Consent of Price Waterhouse LLP

23(b) Consent of Latham & Watkins (included in Exhibit 5(a)).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 18830}]
{"company-data": {"conformed-name": "DUANE READE INC", "cik": "0000895364", "assigned-sic": "5912", "irs-number": "043164702", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55929", "film-number": "98641911"}, "business-address": {"street1": "440 NINTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2122735700"}, "mail-address": {"street1": "440 NINTH AVE", "street2": "440 NINTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": {"former-conformed-name": "DUANE READE HOLDING CORP", "date-changed": "19940328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998

                                                   REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER
                           The Securities Act of 1933

                          ----------------------------

                                DUANE READE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                            04-3164702
(State or other jurisdiction                   (I.R.S. Employer Identification
 of incorporation or organization)               No.)

           440 NINTH AVENUE                                   10001
        NEW YORK, NEW YORK 10001                            (Zip Code)
(Address of principal executive offices)

                           ------------------------

                   DUANE READE INC. 1992 STOCK INCENTIVE PLAN
                DUANE READE INC. 1997 EQUITY PARTICIPATION PLAN

                           (FULL TITLE OF THE PLANS)

                           -------------------------

                                ANTHONY J. CUTI
                                DUANE READE INC.
                                440 NINTH AVENUE
                            NEW YORK, NEW YORK 10001
                                 (212) 273-5700
               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               STEVEN DELLA ROCCA
                                LATHAM & WATKINS
                                885 THIRD AVENUE
                                   SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed              Proposed
Title of Securities to be               Amount                        Maximum               Maximum             Amount of
Registered                           of Shares to                 Offering Price           Aggregate          Registration
                                    be Registered                  Per Share (1)      Offering Price (1)           Fee
Common Stock                          1,910,543             $0.58; $7.34;                 $17,218,145             $5,079
$.01 par value                                              $8.33; $12.77;
                                                            $16.50; $21.5625
                                                            $24.74; $24.89
                                                            $29.37; $40.86;
                                                            $25.3125
(1) For purpose of computing the registration fee only. Pursuant to Rule 457(h)
the Proposed Maximum Offering Price Per Share is based upon: (a) the exercise
price per share of $0.58 of outstanding options for 467,557 shares; (b) the
exercise price per share of $7.34 of outstanding options for 68,101 shares; (c)
the exercise price per share of $8.33 of outstanding options for 1,005,772
shares; (d) the exercise price per share of $12.77 of outstanding options for
17,902 shares; (e) the exercise price per share of $16.50 of outstanding
options for 143,000 shares; (f) the exercise price per share of, $21.5625 of
outstanding options for 10,000 shares; (g) the exercise price per share of
$24.74 of outstanding options for 20,000 shares; (h) the exercise price per
share of $24.89 of outstanding options for 5,000 shares; (i) the exercise price
per share of $29.37 of outstanding options for 17,901 shares; (j) the exercise
price per share of $40.86 of outstanding options for 17,901 shares; and (g) for
the remaining 137,409 shares, $25.3125, the average high and low prices
reported for the Company's Common Stock on the New York Stock Exchange on 
June 2, 1998.
PART I

Item 1. Plan Information

                 Not required to be filed with this Registration Statement.

Item 2. Registration Information and Employee Plan Annual Information

                 Not required to be filed with this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference

                 The following documents filed with the Securities and Exchange
Commission by Duane Reade Inc., a Delaware corporation (the "Company"), are
incorporated as of their respective dates in this Registration Statement by
reference:

                 A. All reports filed by the Company pursuant to Sections 13(a)
                    and 15(d) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act"), since February 9, 1998.

                 B. Description of the Company's Common Stock contained in the
                    Company's Registration Statement on Form S-1 (File No.
                    333-41239) of the Registrant.

                 All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.

                 Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference herein modified or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

                 Not applicable.
Item 5. Interests of Named Experts and Counsel

                 Not applicable.

Item 6. Indemnification of Directors and Officers

                 Section 145 of the Delaware General Corporation Law (the
"DGCL") and Article SEVENTH of the Amended and Restated Certificate of
Incorporation provide for indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Article SEVENTH
provides that unless otherwise determined by the Board of Directors, the
Company shall indemnify, to the full extent permitted by the laws of Delaware
as from time to time in effect, the persons described in Section 145 of DGCL.

                 The general effect of the provisions in the Amended and
Restated Certificate of Incorporation and the DGCL is to provide that the
Company shall indemnify its directors and officers against all liabilities and
expenses actually and reasonably incurred in connection with the defense or
settlement of any judicial of administrative proceedings in which they have
become involved by reason of their status as corporate directors or officers,
if they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with
the best interests of the Company. With respect to legal proceedings by or in
the right of the Company in which a director or officer is adjudged liable for
improper performance of his duty to the Company or another enterprise for which
such person served in a similar capacity at the request of this Company,
indemnification is limited by such provisions to that amount which is permitted
by the Court.

Item 7. Exemption from Registration Claimed

                 Not applicable.

Item 8. Exhibits

                 4(a)  Form of Amended and Restated Certificate of Incorporation
                       of the Company. (Incorporated herein by reference to
                       Registrant's Registration Statement on Form S-1, declared
                       effective on February 9, 1998, File No. 333-41239.)

                 4(b)  Form of Amended and Restated Bylaws of the Company.
                       (Incorporated herein by reference to Registrant's
                       Registration Statement on Form S-1, declared effective on
                       February 9, 1998, File No. 333-41239.)

                 4(c)  Form of certificate representing shares of
                       Common Stock, $0.01 par value per share. (Incorporated
                       herein by reference to Registrant's Registration
                       Statement on Form S-1, declared effective on February 9,
                       1998, File No. 333-41239.)
4(d)  1992 Stock Incentive Plan. (Incorporated herein by
                       reference to Registrant's Registration Statement on Form
                       S-1, declared effective on February 9, 1998, File No.
                       333-41239.)

                 4(e)  1997 Equity Participation Plan (Incorporated herein by
                       reference to Registrant's Registration Statement on Form
                       S-1, declared effective on February 9, 1998, File No.
                       333-41239.)

                 5(a)  Opinion of Latham & Watkins as to the legality of the
                       Common Stock being registered.

                 23(a) Consent of Price Waterhouse LLP

                 23(b) Consent of Latham & Watkins (included in

                 24(a) Power of Attorney (included on signature page).

Item 9. Undertakings

                 (a)   The undersigned Registrant hereby undertakes:

                       (1) To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)   To include any prospectus required by Section
                                 10(a)(3) of the Securities Act of 1933 (the
                                 "Securities Act");

                           (ii)  To reflect in the  prospectus any facts or
                                 events arising after the effective date of this
                                 Registration Statement (or the most recent
                                 post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in the Registration Statement;

                           (iii) To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in the Registration
                                 Statement or any material change to such
                                 information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i)
                           and (a)(1)(ii) shall not apply to information
                           contained in periodic reports filed by the
                           Registrant pursuant to Section 13 or Section
                           15(d) of the Exchange Act that are incorporated by
                           reference in this Registration Statement.
(2) That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           shall be deemed to be a new registration
                           statement relating to the securities offered
                           therein, and the offering of such securities at
                           that time shall be deemed to be the initial bona
                           fide offering thereof.

                       (3) To remove from registration by means of a post-
                           effective amendment any of the securities being
                           registered that remain unsold at the termination
                           of the offering.

                 (b) The undersigned Registrant hereby undertakes that, for
                     purposes of determining any liability under the
                     Securities Act, each filing of the Registrant's Annual
                     Report pursuant to Section 13(a) or 15(d) of the Exchange
                     Act that is incorporated by reference in the registration
                     statement shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

                 (c) Insofar as indemnification for liabilities arising under
                     the Securities Act may be permitted to directors,
                     officers and controlling persons of the Registrant
                     pursuant to the foregoing provisions, or otherwise, the
                     Registrant has been advised that in the opinion of the
                     Securities and Exchange Commission such indemnification
                     is against public policy as expressed in the Securities
                     Act and is, therefore, unenforceable. In the event that a
                     claim for indemnification against such liabilities (other
                     than the payment by the Registrant of expenses incurred
                     or paid by a director, officer or controlling person of
                     the Registrant in the successful defense of any action,
                     suit or proceeding) is asserted by such director, officer
                     or controlling person in connection with the securities
                     being registered, the Registrant will, unless in the
                     opinion of its counsel the matter has been settled by
                     controlling precedent, submit to a court of appropriate
                     jurisdiction the question whether such indemnification by
                     it is against public policy as expressed in the
                     Securities Act and will be governed by the final
                     adjudication of such issue.
SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 2, 1998.

                                                DUANE READE INC.

                                                By:  /s/William J. Tennant
                                                   ----------------------------
                                                     William J. Tennant
                                                       Senior Vice President and
                                                       Chief Financial Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

         Signature                                     Title
         ---------                                     -----

                                            Chairman, President, Chief Executive
/s/    Anthony J. Cuti                      Officer and Director (principal
-------------------------                   executive officer)
       Anthony J. Cuti

/s/   William J. Tennant                    Chief Financial Officer (principal
-------------------------                   financial and accounting officer)
      William J. Tennant

/s/   Nicole S. Arnaboldi
-------------------------
      Nicole S. Arnaboldi                   Director

/s/   David L. Jaffe
-------------------------
      David L. Jaffe                        Director

/s/   David W. Johnson
-------------------------
      David W. Johnson                      Director

/s/   Andrew J. Nathanson
-------------------------
      Andrew J. Nathanson                   Director

-------------------------
       Kevin Roberg
EXHIBIT INDEX

4(a)  Form of Amended and Restated Certificate of Incorporation of the
      Company. (Incorporated herein by reference to Registrant's
      Registration Statement on Form S-1, declared effective on February
      9, 1998, File No. 333-41239.)

4(b)  Form of Amended and Restated Bylaws of the Company. (Incorporated
      herein by reference to Registrant's Registration Statement on Form
      S-1, declared effective on February 9, 1998, File No. 333-41239.)

4(c)  Form of stock Certificate representing shares of Common Stock,
      $0.01 par value per share. (Incorporated herein by reference to
      Registrant's Registration Statement on Form S-1, declared
      effective on February 9, 1998, File No. 333-41239.)

4(d)  1992 Stock Incentive Plan. (Incorporated herein by reference to
      Registrant's Registration Statement on Form S-1, declared
      effective on February 9, 1998, File No. 333-41239.)

4(e)  1997 Equity Participation Plan. (Incorporated herein by reference
      to Registrant's Registration Statement on Form S-1, declared
      effective on February 9, 1998, File No. 333-41239.)

5(a)  Opinion of Latham & Watkins as to the legality of the Common Stock being
      registered. 23(a) Consent of Price Waterhouse LLP 23(b) Consent of Latham
      & Watkins (included in Exhibit 5(a)).

23(a) Consent of Price Waterhouse LLP

23(b) Consent of Latham & Watkins (included in Exhibit 5(a)).