<PAGE>   1
        As filed with the Securities and Exchange Commission on January 26, 1998
                                                 Registration No. 333-__________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               ARBOR DRUGS, INC.
           (Exact name of registrant as specified in its charter)


            MICHIGAN                                       38-2054345 
(State or other jurisdiction of                         (I.R.S. Employer 
incorporation or organization)                          Identification No.)


3331 WEST BIG BEAVER, TROY, MICHIGAN                         48084 
(Address of Principal Executive Offices)                  (Zip Code)


               ARBOR DRUGS, INC. EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plans)


                               GILBERT C. GERHARD
               SENIOR VICE PRESIDENT - FINANCE AND ADMINISTRATION
                               ARBOR DRUGS, INC.
                              3331 WEST BIG BEAVER
                             TROY, MICHIGAN  48084
                    (Name and address of agent for service)

                                 (248) 643-9420
         (Telephone number, including area code, of agent for service)



<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE
======================================================================================================================
       Title of                                     Proposed                 Proposed                                
      securities               Amount                maximum                 maximum             Amount of           
        to be                   to be            offering price             aggregate           registration         
      registered             registered            per share             offering price             fee              
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                   <C>                     <C>        
Common Stock, par           750,000 shares (1)    $ 19.1875  (2)         $  14,390,625 (2)        $ 4,245.23     
value $.01 per share (3)      
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amount being registered reflects additional shares of Common Stock
    which became available for purchase under the Registrant's Employee
    Stock Purchase Plan (the "Plan") as a result of a 3 for 2 stock dividend
    declared subsequent to the amendment to the Plan reflected in this
    Registration Statement.  This Registration Statement shall also cover any
    additional shares of Common Stock which become available for purchase under
    the Plan by reason of any stock dividend, stock split, recapitalization or
    similar transaction effected without receipt of consideration which results
    in an increase in the number of outstanding shares of Common Stock.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
    amended (the "Securities Act"), solely for the purpose of computing the
    registration fee and based on the average of the high and low prices of the
    Common Stock as quoted on The Nasdaq National Market on January 16, 1998.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Plan.

<PAGE>   2


         The contents of the Form S-8 Registration Statement, File No.
33-54141, of Arbor Drugs, Inc. (the "Registrant") are incorporated in this Form
S-8 Registration Statement by reference.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
registration statement:

         1.      The Annual Report of the Registrant on Form 10-K for the
         fiscal year ended July 31, 1997, as filed with the Securities and
         Exchange Commission (the "Commission") pursuant to the Securities
         Exchange Act of 1934, as amended (the "Exchange Act").

         2.      The Quarterly Report of the Registrant on Form 10-Q for the
         quarter ended October 31, 1997.

         3.      The description of the Common Stock, par value $.01 per share
         (the "Common Stock"), of the Registrant, which is contained in the
         Registrant's Registration Statement on Form 8-A, filed with the
         Commission on April 29, 1986, pursuant to Section 12 of the Exchange
         Act (Registration No. 33-04378), including any amendment or report
         filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant 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, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 8.          EXHIBITS.

         4.1     Restated Articles of Incorporation of the Registrant,
                 incorporated by reference to Exhibit 3.1 to the Registrant's
                 Annual Report on Form 10-K for the fiscal year ended July 31,
                 1988

         4.2     Certificate of Amendment to the Articles of Incorporation of
                 the Registrant

         4.3     Bylaws of the Registrant, incorporated by reference to Exhibit
                 3.2 to the Registrant's Registration Statement on Form S-1,
                 File No. 33-04378



                                      2
<PAGE>   3

         4.4     Arbor Drugs, Inc. Employee Stock Purchase Plan, incorporated
                 by reference to Exhibit 4.1 to the Registrant's Registration
                 Statement on Form S-8, File No. 33-54141

         4.5     First Amendment to Arbor Drugs, Inc. Employee Stock Purchase 
                 Plan

         4.6     Second Amendment to Arbor Drugs, Inc. Employee Stock Purchase
                 Plan

         5.1     Opinion of Honigman Miller Schwartz and Cohn

         23.1    Consent of Coopers & Lybrand LLP

         23.2    Consent of Honigman Miller Schwartz and Cohn (included in 
                 Exhibit 5.1)

         24.1    Powers of Attorney (included after the signature of the 
                 Registrant contained on page 4 of this Registration Statement)





                                       3
<PAGE>   4

                                   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 Troy, State of Michigan, on January 26, 1998.


                                        ARBOR DRUGS, INC.



                                        By:    /s/ Gilbert C. Gerhard 
                                           --------------------------------
                                               Gilbert C. Gerhard 
                                               Its:  Senior Vice President -
                                                     Finance and Administration




                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of ARBOR DRUGS, INC., a Michigan corporation (the "Company"),
hereby constitutes and appoints Gilbert C. Gerhard, the true and lawful
attorney-in-fact and agent of the undersigned, with the power of substitution
for him in any and all capacities, with full power and authority in said
attorney-in-fact and agent, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock,
pursuant to the Arbor Drugs, Inc.  Employee Stock Purchase Plan, and any of the
documents relating to such registration statement, any and all amendments to
such registration statement, including any amendment thereto changing the
amount of securities for which registration is being sought, and any
post-effective amendment, with all exhibits and any and all documents required
to be filed with respect thereto with any regulatory authority; granting unto
said attorney full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.





                                       4
<PAGE>   5

         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.


<TABLE>
<CAPTION>
              Signature                                Title                                 Date
              ---------                                -----                                 ----
<S>                                        <C>                                       <C>
/s/ Eugene Applebaum                       Chairman of the Board,                    January 26, 1998
------------------------------------       Chief Executive Officer
           Eugene Applebaum                and President
                                           (Principal Executive Officer)

          


/s/ Markus M. Ernst                        Executive Vice President,                 January 26, 1998
------------------------------------       Chief Operating Officer
           Markus M. Ernst                 and Director
                                                          
           


/s/ Gilbert C. Gerhard                     Senior Vice President -                   January 26, 1998
------------------------------------       Finance and Administration,
         Gilbert C. Gerhard                Chief Financial Officer,
                                           Treasurer, Secretary and Director
                                           (Principal Financial and
                                           Accounting Officer)
                                                          
         


/s/ Spencer M. Partrich                    Director                                  January 26, 1998
------------------------------------                                                                 
         Spencer M. Partrich



/s/ Laurie M. Shahon                       Director                                  January 26, 1998
------------------------------------                                                                 
          Laurie M. Shahon



/s/ Samuel Valenti III                     Director                                  January 26, 1998
------------------------------------                                                                 
         Samuel Valenti III
</TABLE>





                                       5
<PAGE>   6


                                   SIGNATURES




         Pursuant to the requirements of the Securities Act of 1933, the Arbor
Drugs, Inc. Employee Stock Purchase Plan 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 Troy, State of
Michigan, on January 26, 1998.


                                              ARBOR DRUGS, INC. EMPLOYEE
                                              STOCK PURCHASE PLAN



                                              By:    /s/ Leonard Cohen 
                                                 ------------------------------
                                                    Leonard Cohen 
                                                    Its: Plan Administrator





                                       6
<PAGE>   7

                               INDEX TO EXHIBITS


Exhibit
Number                                 Exhibit
------                                 -------

4.1       Restated Articles of Incorporation of the Registrant, as amended, 
          incorporated by reference to Exhibit 3.1 to the Registrant's
          Annual Report on Form 10-K for the fiscal year ended July 31, 1988

4.2       Certificate of Amendment to the Articles of Incorporation of the 
          Registrant

4.3       Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 
          to the Registrant's Registration Statement on Form S-1, File 
          No. 33-04378

4.4       Arbor Drugs, Inc. Employee Stock Purchase Plan, incorporated by 
          reference to Exhibit 4.1 to the Registrant's  Registration Statement
          on Form S-8, File No. 33-54141

4.5       First Amendment to Arbor Drugs, Inc. Employee Stock Purchase Plan

4.6       Second Amendment to Arbor Drugs, Inc. Employee Stock Purchase Plan

5.1       Opinion of Honigman Miller Schwartz and Cohn

23.1      Consent of Coopers & Lybrand LLP

23.2      Consent of Honigman Miller Schwartz and Cohn (included in Exhibit 5.1)

24.1      Powers of Attorney (included after the signature of the
          Registrant contained on page 4 of this Registration Statement)





                                       7
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{"company-data": {"conformed-name": "ARBOR DRUGS INC", "cik": "0000791048", "assigned-sic": "5912", "irs-number": "382054345", "state-of-incorporation": "MI", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44951", "film-number": "98513805"}, "business-address": {"street1": "3331 W BIG BEAVER", "city": "TROY", "state": "MI", "zip": "48084-2510", "phone": "8106439420"}}
1
        As filed with the Securities and Exchange Commission on January 26, 1998
                                                 Registration No. 333-__________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               ARBOR DRUGS, INC.
           (Exact name of registrant as specified in its charter)

            MICHIGAN                                       38-2054345 
(State or other jurisdiction of                         (I.R.S. Employer 
incorporation or organization)                          Identification No.)

3331 WEST BIG BEAVER, TROY, MICHIGAN                         48084 
(Address of Principal Executive Offices)                  (Zip Code)

               ARBOR DRUGS, INC. EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plans)

                               GILBERT C. GERHARD
               SENIOR VICE PRESIDENT - FINANCE AND ADMINISTRATION
                               ARBOR DRUGS, INC.
                              3331 WEST BIG BEAVER
                             TROY, MICHIGAN  48084
                    (Name and address of agent for service)

                                 (248) 643-9420
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
       Title of                                     Proposed                 Proposed                                
      securities               Amount                maximum                 maximum             Amount of           
        to be                   to be            offering price             aggregate           registration         
      registered             registered            per share             offering price             fee              
----------------------------------------------------------------------------------------------------------------------
Common Stock, par           750,000 shares (1)    $ 19.1875  (2)         $  14,390,625 (2)        $ 4,245.23     
value $.01 per share (3)      
----------------------------------------------------------------------------------------------------------------------
(1) The amount being registered reflects additional shares of Common Stock
    which became available for purchase under the Registrant's Employee
    Stock Purchase Plan (the "Plan") as a result of a 3 for 2 stock dividend
    declared subsequent to the amendment to the Plan reflected in this
    Registration Statement.  This Registration Statement shall also cover any
    additional shares of Common Stock which become available for purchase under
    the Plan by reason of any stock dividend, stock split, recapitalization or
    similar transaction effected without receipt of consideration which results
    in an increase in the number of outstanding shares of Common Stock.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
    amended (the "Securities Act"), solely for the purpose of computing the
    registration fee and based on the average of the high and low prices of the
    Common Stock as quoted on The Nasdaq National Market on January 16, 1998.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Plan.
2

         The contents of the Form S-8 Registration Statement, File No.
33-54141, of Arbor Drugs, Inc. (the "Registrant") are incorporated in this Form
S-8 Registration Statement by reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
registration statement:

         1.      The Annual Report of the Registrant on Form 10-K for the
         fiscal year ended July 31, 1997, as filed with the Securities and
         Exchange Commission (the "Commission") pursuant to the Securities
         Exchange Act of 1934, as amended (the "Exchange Act").

         2.      The Quarterly Report of the Registrant on Form 10-Q for the
         quarter ended October 31, 1997.

         3.      The description of the Common Stock, par value $.01 per share
         (the "Common Stock"), of the Registrant, which is contained in the
         Registrant's Registration Statement on Form 8-A, filed with the
         Commission on April 29, 1986, pursuant to Section 12 of the Exchange
         Act (Registration No. 33-04378), including any amendment or report
         filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant 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, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 8.          EXHIBITS.

         4.1     Restated Articles of Incorporation of the Registrant,
                 incorporated by reference to Exhibit 3.1 to the Registrant's
                 Annual Report on Form 10-K for the fiscal year ended July 31,
                 1988

         4.2     Certificate of Amendment to the Articles of Incorporation of
                 the Registrant

         4.3     Bylaws of the Registrant, incorporated by reference to Exhibit
                 3.2 to the Registrant's Registration Statement on Form S-1,
                 File No. 33-04378

                                      2
3

         4.4     Arbor Drugs, Inc. Employee Stock Purchase Plan, incorporated
                 by reference to Exhibit 4.1 to the Registrant's Registration
                 Statement on Form S-8, File No. 33-54141

         4.5     First Amendment to Arbor Drugs, Inc. Employee Stock Purchase 
                 Plan

         4.6     Second Amendment to Arbor Drugs, Inc. Employee Stock Purchase
                 Plan

         5.1     Opinion of Honigman Miller Schwartz and Cohn

         23.1    Consent of Coopers & Lybrand LLP

         23.2    Consent of Honigman Miller Schwartz and Cohn (included in 
                 Exhibit 5.1)

         24.1    Powers of Attorney (included after the signature of the 
                 Registrant contained on page 4 of this Registration Statement)

                                       3
4

                                   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 Troy, State of Michigan, on January 26, 1998.

                                        ARBOR DRUGS, INC.

                                        By:    /s/ Gilbert C. Gerhard 
                                           --------------------------------
                                               Gilbert C. Gerhard 
                                               Its:  Senior Vice President -
                                                     Finance and Administration

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of ARBOR DRUGS, INC., a Michigan corporation (the "Company"),
hereby constitutes and appoints Gilbert C. Gerhard, the true and lawful
attorney-in-fact and agent of the undersigned, with the power of substitution
for him in any and all capacities, with full power and authority in said
attorney-in-fact and agent, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock,
pursuant to the Arbor Drugs, Inc.  Employee Stock Purchase Plan, and any of the
documents relating to such registration statement, any and all amendments to
such registration statement, including any amendment thereto changing the
amount of securities for which registration is being sought, and any
post-effective amendment, with all exhibits and any and all documents required
to be filed with respect thereto with any regulatory authority; granting unto
said attorney full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.

                                       4
5

         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                                 Date
              ---------                                -----                                 ----
/s/ Eugene Applebaum                       Chairman of the Board,                    January 26, 1998
------------------------------------       Chief Executive Officer
           Eugene Applebaum                and President
                                           (Principal Executive Officer)

          

/s/ Markus M. Ernst                        Executive Vice President,                 January 26, 1998
------------------------------------       Chief Operating Officer
           Markus M. Ernst                 and Director
                                                          
           

/s/ Gilbert C. Gerhard                     Senior Vice President -                   January 26, 1998
------------------------------------       Finance and Administration,
         Gilbert C. Gerhard                Chief Financial Officer,
                                           Treasurer, Secretary and Director
                                           (Principal Financial and
                                           Accounting Officer)
                                                          
         

/s/ Spencer M. Partrich                    Director                                  January 26, 1998
------------------------------------                                                                 
         Spencer M. Partrich

/s/ Laurie M. Shahon                       Director                                  January 26, 1998
------------------------------------                                                                 
          Laurie M. Shahon

/s/ Samuel Valenti III                     Director                                  January 26, 1998
------------------------------------                                                                 
         Samuel Valenti III
5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Arbor
Drugs, Inc. Employee Stock Purchase Plan 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 Troy, State of
Michigan, on January 26, 1998.

                                              ARBOR DRUGS, INC. EMPLOYEE
                                              STOCK PURCHASE PLAN

                                              By:    /s/ Leonard Cohen 
                                                 ------------------------------
                                                    Leonard Cohen 
                                                    Its: Plan Administrator

                                       6
7

                               INDEX TO EXHIBITS

Exhibit
Number                                 Exhibit
------                                 -------

4.1       Restated Articles of Incorporation of the Registrant, as amended, 
          incorporated by reference to Exhibit 3.1 to the Registrant's
          Annual Report on Form 10-K for the fiscal year ended July 31, 1988

4.2       Certificate of Amendment to the Articles of Incorporation of the 
          Registrant

4.3       Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 
          to the Registrant's Registration Statement on Form S-1, File 
          No. 33-04378

4.4       Arbor Drugs, Inc. Employee Stock Purchase Plan, incorporated by 
          reference to Exhibit 4.1 to the Registrant's  Registration Statement
          on Form S-8, File No. 33-54141

4.5       First Amendment to Arbor Drugs, Inc. Employee Stock Purchase Plan

4.6       Second Amendment to Arbor Drugs, Inc. Employee Stock Purchase Plan

5.1       Opinion of Honigman Miller Schwartz and Cohn

23.1      Consent of Coopers & Lybrand LLP

23.2      Consent of Honigman Miller Schwartz and Cohn (included in Exhibit 5.1)

24.1      Powers of Attorney (included after the signature of the
          Registrant contained on page 4 of this Registration Statement)

                                       7