<PAGE>

                                                    Registration No. _________

===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
               
                                ---------------

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


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

                          GENOVESE DRUG STORES, INC.
            (Exact name of registrant as specified in its charter)

        Delaware                                           11-1556812
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)


                                80 Marcus Drive
                           Melville, New York 11747
          (Address of principal executive offices including zip code)


             GENOVESE DRUG STORES, INC. 1984 EMPLOYEE STOCK OPTION
                      AND STOCK APPRECIATION RIGHTS PLAN
                           (Full title of the plan)


                                GENE L. WEXLER
                      Vice President and General Counsel
                          Genovese Drug Stores, Inc.
                                80 Marcus Drive
                           Melville, New York 11747
                    (Name and address of agent for service)

                                (516) 845-8433
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
       Title of                 Amount                Proposed               Proposed               Amount of
      securities                 to be                 maximum                maximum           registration fee
         to be                registered              offering               aggregate
      registered                                      price per              offering
                                                        share                  price
======================== ====================== ====================== ====================== ======================
<S>                      <C>                    <C>                    <C>                    <C>      
    Class A Common         
   Stock, par value
    $1.00 per share        500,000 shares(1)    $       18.625   (2)   $9,312,500.00(2)             $2,747.19
                                                 ----------------       ------------                 --------
======================== ====================== ====================== ====================== ======================
</TABLE>

(1)      Such additional indeterminable number of shares of Class A Common
         Stock is hereby registered as may be required by reason of the
         anti-dilution provisions of the Genovese Drug Stores, Inc. 1984
         Employee Stock Option and Stock Appreciation Rights Plan.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, this
         estimate is made solely for the purpose of calculating the amount of
         the registration fee and is based on the average of the high and low
         prices of the Class A Common Stock on the American Stock Exchange on
         June 22, 1998.


<PAGE>

                                    Part II

Item 3.      Incorporation of Documents by Reference.

         The following documents heretofore filed by Genovese Drug Stores,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:

         (1)      Annual Report of the Company on Form 10-K for the fiscal 
                  year ended January 30, 1998;

         (2)      The description of the Company's Class A Common Stock, par
                  value $1.00 per share, contained in the Company's
                  Registration Statement filed pursuant to Section 12 of the
                  Securities Exchange Act of 1934 and any amendments and
                  reports filed for the purpose of updating that description;
                  and

         (3)      Form S-8 Registration Statement under the Securities Act of
                  1933, as amended, filed with the Commission on June 20, 1996
                  (Registration No. 333-06461).

         All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the filing of this registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered under the
Genovese Drug Stores, Inc. 1984 Employee Stock Option and Stock Appreciation
Rights Plan (the "Plan") have been sold or deregistering all securities then
remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

Item 5.      Interests of Named Experts and Counsel.

         As of the date of filing of this registration statement, Gene L.
Wexler, Vice President and General Counsel of the Company, who is opining as
to the validity of the securities being registered herewith, beneficially
owned 46,412 shares of the Company's Class A Common Stock.

Item 8.      Exhibits.

         4   (a)  Genovese Drug Stores, Inc. 1984 Employee Stock Option and 
                  Stock Appreciation Rights Plan, as amended

         5        Opinion of Counsel

         23  (a)  Consent of Independent Auditors

             (b)  Consent of Counsel (included in Exhibit 5)

         24       Powers of Attorney


                                     II-1

<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 this registration statement 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 Melville, State of New
York, on this 15th day of June, 1998.

                                    GENOVESE DRUG STORES, INC.

                                    By:  /s/Leonard Genovese
                                         ---------------------
                                         Chairman of the Board
                                         and President


                                     II-2

<PAGE>

         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 dates indicated.

<TABLE>
<CAPTION>
              Signature                                 Title                                  Date
              ---------                                 -----                                  ----
<S>                                     <C>                                               <C>

*Leonard Genovese                       Chairman of the Board, President and               June 15, 1998
 ----------------                       Director (Principal Executive
 Leonard Genovese                       Officer)


*Allan Patrick                          Executive Vice President and Director              June 15, 1998
 -------------
 Allan Patrick


*Christopher D. Noonan                  Assistant Vice President and Acting                June 15, 1998
 ---------------------                  Chief Financial Officer (Principal
 Christopher D. Noonan                  Financial and Accounting Officer)


*Frances Genovese Wangberg                            Director                             June 15, 1998
 -------------------------
 Frances Genovese Wangberg


*William J. McKenna                                   Director                             June 15, 1998
 ------------------
 William J. McKenna


*Charles Hayward                                      Director                             June 15, 1998
 ---------------
 Charles Hayward


*Abraham Allen                                        Director                             June 15, 1998
 -------------
 Abraham Allen


*Thomas M. Cooney                                     Director                             June 15, 1998
 ----------------
 Thomas M. Cooney


*Thomas J. Moran                                      Director                             June 15, 1998
 ---------------
 Thomas J. Moran


*Robert N. Hiatt                                      Director                             June 15, 1998
 ---------------
 Robert N. Hiatt
</TABLE>

                                     II-3

<PAGE>

* This registration statement has been signed on behalf of the above-named
directors and officers of the Company by Leonard Genovese, Chairman of the
Board and President of the Company, as attorney-in-fact pursuant to powers of
attorney filed with the Securities and Exchange Commission as Exhibit 24 to
this registration statement.

DATED:  June 26, 1998                  By: /s/Leonard Genovese
                                           -------------------
                                            Attorney-in-Fact


                                     II-4

<PAGE>

                                                               Page Number  
Exhibit                                                      in Sequentially
Number               Exhibit Description                       Numbered Copy
------               -------------------                       -------------
                                                                         

4   (a)       Genovese Drug Stores, Inc. 1984 Employee
              Stock Option and Stock Appreciation 
              Rights Plan, as amended

5             Opinion of Counsel

23  (a)       Consent of Independent Auditors

23  (b)       Consent of Counsel (included in Exhibit 5)

24            Powers of Attorney


                                     II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10289}]
{"company-data": {"conformed-name": "GENOVESE DRUG STORES INC", "cik": "0000040970", "assigned-sic": "5912", "irs-number": "111556812", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57787", "film-number": "98654750"}, "business-address": {"street1": "80 MARCUS DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5164201900X216"}, "mail-address": {"street1": "3500 ONE PEACHTREE CENTER", "street2": "303 PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30308"}}
Registration No. _________

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
               
                                ---------------

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

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

                          GENOVESE DRUG STORES, INC.
            (Exact name of registrant as specified in its charter)

        Delaware                                           11-1556812
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                80 Marcus Drive
                           Melville, New York 11747
          (Address of principal executive offices including zip code)

             GENOVESE DRUG STORES, INC. 1984 EMPLOYEE STOCK OPTION
                      AND STOCK APPRECIATION RIGHTS PLAN
                           (Full title of the plan)

                                GENE L. WEXLER
                      Vice President and General Counsel
                          Genovese Drug Stores, Inc.
                                80 Marcus Drive
                           Melville, New York 11747
                    (Name and address of agent for service)

                                (516) 845-8433
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
       Title of                 Amount                Proposed               Proposed               Amount of
      securities                 to be                 maximum                maximum           registration fee
         to be                registered              offering               aggregate
      registered                                      price per              offering
                                                        share                  price
======================== ====================== ====================== ====================== ======================
Class A Common         
   Stock, par value
    $1.00 per share        500,000 shares(1)    $       18.625   (2)   $9,312,500.00(2)             $2,747.19
                                                 ----------------       ------------                 --------
======================== ====================== ====================== ====================== ======================
(1)      Such additional indeterminable number of shares of Class A Common
         Stock is hereby registered as may be required by reason of the
         anti-dilution provisions of the Genovese Drug Stores, Inc. 1984
         Employee Stock Option and Stock Appreciation Rights Plan.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, this
         estimate is made solely for the purpose of calculating the amount of
         the registration fee and is based on the average of the high and low
         prices of the Class A Common Stock on the American Stock Exchange on
         June 22, 1998.
Part II

Item 3.      Incorporation of Documents by Reference.

         The following documents heretofore filed by Genovese Drug Stores,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:

         (1)      Annual Report of the Company on Form 10-K for the fiscal 
                  year ended January 30, 1998;

         (2)      The description of the Company's Class A Common Stock, par
                  value $1.00 per share, contained in the Company's
                  Registration Statement filed pursuant to Section 12 of the
                  Securities Exchange Act of 1934 and any amendments and
                  reports filed for the purpose of updating that description;
                  and

         (3)      Form S-8 Registration Statement under the Securities Act of
                  1933, as amended, filed with the Commission on June 20, 1996
                  (Registration No. 333-06461).

         All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the filing of this registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered under the
Genovese Drug Stores, Inc. 1984 Employee Stock Option and Stock Appreciation
Rights Plan (the "Plan") have been sold or deregistering all securities then
remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

Item 5.      Interests of Named Experts and Counsel.

         As of the date of filing of this registration statement, Gene L.
Wexler, Vice President and General Counsel of the Company, who is opining as
to the validity of the securities being registered herewith, beneficially
owned 46,412 shares of the Company's Class A Common Stock.

Item 8.      Exhibits.

         4   (a)  Genovese Drug Stores, Inc. 1984 Employee Stock Option and 
                  Stock Appreciation Rights Plan, as amended

         5        Opinion of Counsel

         23  (a)  Consent of Independent Auditors

             (b)  Consent of Counsel (included in Exhibit 5)

         24       Powers of Attorney

                                     II-1
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 this registration statement 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 Melville, State of New
York, on this 15th day of June, 1998.

                                    GENOVESE DRUG STORES, INC.

                                    By:  /s/Leonard Genovese
                                         ---------------------
                                         Chairman of the Board
                                         and President

                                     II-2
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 dates indicated.
Signature                                 Title                                  Date
              ---------                                 -----                                  ----
*Leonard Genovese                       Chairman of the Board, President and               June 15, 1998
 ----------------                       Director (Principal Executive
 Leonard Genovese                       Officer)

*Allan Patrick                          Executive Vice President and Director              June 15, 1998
 -------------
 Allan Patrick

*Christopher D. Noonan                  Assistant Vice President and Acting                June 15, 1998
 ---------------------                  Chief Financial Officer (Principal
 Christopher D. Noonan                  Financial and Accounting Officer)

*Frances Genovese Wangberg                            Director                             June 15, 1998
 -------------------------
 Frances Genovese Wangberg

*William J. McKenna                                   Director                             June 15, 1998
 ------------------
 William J. McKenna

*Charles Hayward                                      Director                             June 15, 1998
 ---------------
 Charles Hayward

*Abraham Allen                                        Director                             June 15, 1998
 -------------
 Abraham Allen

*Thomas M. Cooney                                     Director                             June 15, 1998
 ----------------
 Thomas M. Cooney

*Thomas J. Moran                                      Director                             June 15, 1998
 ---------------
 Thomas J. Moran

*Robert N. Hiatt                                      Director                             June 15, 1998
 ---------------
 Robert N. Hiatt
II-3
* This registration statement has been signed on behalf of the above-named
directors and officers of the Company by Leonard Genovese, Chairman of the
Board and President of the Company, as attorney-in-fact pursuant to powers of
attorney filed with the Securities and Exchange Commission as Exhibit 24 to
this registration statement.

DATED:  June 26, 1998                  By: /s/Leonard Genovese
                                           -------------------
                                            Attorney-in-Fact

                                     II-4
Page Number  
Exhibit                                                      in Sequentially
Number               Exhibit Description                       Numbered Copy
------               -------------------                       -------------
                                                                         

4   (a)       Genovese Drug Stores, Inc. 1984 Employee
              Stock Option and Stock Appreciation 
              Rights Plan, as amended

5             Opinion of Counsel

23  (a)       Consent of Independent Auditors

23  (b)       Consent of Counsel (included in Exhibit 5)

24            Powers of Attorney

                                     II-5