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 30, 2003 (May 28, 2003)


                             RITE AID CORPORATION
 ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


  Delaware                          1-5742                    23-1614034
-------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission              (IRS Employer
  of Incorporation)                File Number)             Identification No.)


30 Hunter Lane, Camp Hill, Pennsylvania                          17011
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)


Registrant's telephone number, including area code         (717) 761-2633
                                                       ----------------------


                                     None
 ----------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<page>


Item 5. Other Events.

On May 28, 2003, Rite Aid Corporation issued a press release announcing that
it has completed a new $1.85 billion senior secured credit facility. The
facility consists of a $1.15 billion term loan and a $700 million revolving
credit facility that will mature in April 2008.

The proceeds of the new facility will be used to repay the company's existing
$968.6 million senior secured credit facility due March 2005 and its $107
million synthetic lease due March 2005 and to replace the company's existing
$407.5 million revolving credit facility. The new $700 million revolving
credit facility, which was not drawn down at closing other than to support
letters of credit, is $150 million less than previously announced as a result
of the company's recently completed $150 million offering of 9.25% Senior
Notes due 2013.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

10.1 Credit Agreement, dated as of June 27, 2001, as amended and restated as
of May 28, 2003 among Rite Aid Corporation, The Lenders named therein,
Citicorp North America, Inc., as Administrative Agent and Collateral
Processing Co-Agent, JPMorgan Chase Bank, as Syndication Agent and Collateral
Processing Co-Agent, Fleet Retail Finance Inc., as Co-Documentation Agent and
Collateral Agent, CIT Group/Business Credit, Inc., as Co-Documentation Agent,
and General Electric Capital Corporation, as Co-Documentation Agent.

10.2 Amended and Restated Collateral Trust and Intercreditor Agreement dated
as of June 27, 2001, as amended and restated as of May 28, 2003, among Rite
Aid Corporation, each Subsidiary of Rite Aid named therein or which becomes a
party hereto, Wilmington Trust Company, as collateral trustee for the holders
from time to time of the Second Priority Debt Obligations, Citicorp North
America, Inc., as senior collateral processing co-agent, JPMorgan Chase Bank,
as senior collateral processing co-agent for the Senior Secured Parties under
the Senior Loan Documents, U.S. Bank and Trust, as trustee under the 12.5%
Note Indenture, BNY Midwest Trust Company, as trustee under the 9.5% Note
Indenture and as trustee under the 8.125% Note Indenture, and each other
Second Priority Representative which becomes a party hereto.

10.3 Senior Subsidiary Security Agreement, dated as of June 27, 2001, as
amended and restated as of May 28, 2003, made by the Subsidiary Guarantors and
any other Person that becomes a Subsidiary Guarantor pursuant to the Senior
Credit Agreement, in favor of Citicorp North America, Inc., a Delaware
corporation, as senior collateral processing co-agent, and JPMorgan Chase
Bank, as senior collateral processing co-agent.

10.4 Senior Subsidiary Guarantee Agreement dated as of June 27, 2001, as
amended and restated as of May 28, 2003, among each of the subsidiaries named
therein of Rite Aid Corporation, Citicorp North America, Inc., as senior
collateral processing co-agent and JPMorgan Chase Bank, as senior collateral
processing co-agent.

99.1   Registrant's Press Release, dated May 28, 2003.



                                  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 hereunto duly authorized.

                                        RITE AID CORPORATION


Dated:   May 29, 2003                   By: /s/ Robert B. Sari
                                            -----------------------
                                        Name:  Robert B. Sari
                                        Title: Senior Vice President,
                                               General Counsel and Secretary

<page>



                                 EXHIBIT INDEX


Exhibit No.    Description

10.1           Credit Agreement, dated as of June 27, 2001, as amended and
               restated as of May 28, 2003 among Rite Aid Corporation, The
               Lenders named therein, Citicorp North America, Inc., as
               Administrative Agent and Collateral Processing Co-Agent,
               JPMorgan Chase Bank, as Syndication Agent and Collateral
               Processing Co-Agent, Fleet Retail Finance Inc., as
               Co-Documentation Agent and Collateral Agent, CIT Group/Business
               Credit, Inc., as Co-Documentation Agent, and General Electric
               Capital Corporation, as Co-Documentation Agent.

10.2           Amended and Restated Collateral Trust and Intercreditor
               Agreement dated as of June 27, 2001, as amended and restated as
               of May 28, 2003, among Rite Aid Corporation, each Subsidiary of
               Rite Aid named therein or which becomes a party hereto,
               Wilmington Trust Company, as collateral trustee for the holders
               from time to time of the Second Priority Debt Obligations,
               Citicorp North America, Inc., as senior collateral processing
               co-agent, JPMorgan Chase Bank, as senior collateral processing
               co-agent for the Senior Secured Parties under the Senior Loan
               Documents, U.S. Bank and Trust, as trustee under the 12.5% Note
               Indenture, BNY Midwest Trust Company, as trustee under the 9.5%
               Note Indenture and as trustee under the 8.125% Note Indenture,
               and each other Second Priority Representative which becomes a
               party hereto.

10.3           Senior Subsidiary Security Agreement, dated as of June 27,
               2001, as amended and restated as of May 28, 2003, made by the
               Subsidiary Guarantors and any other Person that becomes a
               Subsidiary Guarantor pursuant to the Senior Credit Agreement,
               in favor of Citicorp North America, Inc., a Delaware
               corporation, as senior collateral processing co-agent, and
               JPMorgan Chase Bank, as senior collateral processing co-agent.

10.4           Senior Subsidiary Guarantee Agreement dated as of June 27,
               2001, as amended and restated as of May 28, 2003, among each of
               the subsidiaries named therein of Rite Aid Corporation,
               Citicorp North America, Inc., as senior collateral processing
               co-agent and JPMorgan Chase Bank, as senior collateral
               processing co-agent.

99.1           Registrant's Press Release dated May 28, 2003
[{"type": "8-K", "sequence": "1", "filename": "s767249.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7938}]
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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 30, 2003 (May 28, 2003)

                             RITE AID CORPORATION
 ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

  Delaware                          1-5742                    23-1614034
-------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission              (IRS Employer
  of Incorporation)                File Number)             Identification No.)

30 Hunter Lane, Camp Hill, Pennsylvania                          17011
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code         (717) 761-2633
                                                       ----------------------

                                     None
 ----------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.

On May 28, 2003, Rite Aid Corporation issued a press release announcing that
it has completed a new $1.85 billion senior secured credit facility. The
facility consists of a $1.15 billion term loan and a $700 million revolving
credit facility that will mature in April 2008.

The proceeds of the new facility will be used to repay the company's existing
$968.6 million senior secured credit facility due March 2005 and its $107
million synthetic lease due March 2005 and to replace the company's existing
$407.5 million revolving credit facility. The new $700 million revolving
credit facility, which was not drawn down at closing other than to support
letters of credit, is $150 million less than previously announced as a result
of the company's recently completed $150 million offering of 9.25% Senior
Notes due 2013.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

10.1 Credit Agreement, dated as of June 27, 2001, as amended and restated as
of May 28, 2003 among Rite Aid Corporation, The Lenders named therein,
Citicorp North America, Inc., as Administrative Agent and Collateral
Processing Co-Agent, JPMorgan Chase Bank, as Syndication Agent and Collateral
Processing Co-Agent, Fleet Retail Finance Inc., as Co-Documentation Agent and
Collateral Agent, CIT Group/Business Credit, Inc., as Co-Documentation Agent,
and General Electric Capital Corporation, as Co-Documentation Agent.

10.2 Amended and Restated Collateral Trust and Intercreditor Agreement dated
as of June 27, 2001, as amended and restated as of May 28, 2003, among Rite
Aid Corporation, each Subsidiary of Rite Aid named therein or which becomes a
party hereto, Wilmington Trust Company, as collateral trustee for the holders
from time to time of the Second Priority Debt Obligations, Citicorp North
America, Inc., as senior collateral processing co-agent, JPMorgan Chase Bank,
as senior collateral processing co-agent for the Senior Secured Parties under
the Senior Loan Documents, U.S. Bank and Trust, as trustee under the 12.5%
Note Indenture, BNY Midwest Trust Company, as trustee under the 9.5% Note
Indenture and as trustee under the 8.125% Note Indenture, and each other
Second Priority Representative which becomes a party hereto.

10.3 Senior Subsidiary Security Agreement, dated as of June 27, 2001, as
amended and restated as of May 28, 2003, made by the Subsidiary Guarantors and
any other Person that becomes a Subsidiary Guarantor pursuant to the Senior
Credit Agreement, in favor of Citicorp North America, Inc., a Delaware
corporation, as senior collateral processing co-agent, and JPMorgan Chase
Bank, as senior collateral processing co-agent.

10.4 Senior Subsidiary Guarantee Agreement dated as of June 27, 2001, as
amended and restated as of May 28, 2003, among each of the subsidiaries named
therein of Rite Aid Corporation, Citicorp North America, Inc., as senior
collateral processing co-agent and JPMorgan Chase Bank, as senior collateral
processing co-agent.

99.1   Registrant's Press Release, dated May 28, 2003.

                                  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 hereunto duly authorized.

                                        RITE AID CORPORATION

Dated:   May 29, 2003                   By: /s/ Robert B. Sari
                                            -----------------------
                                        Name:  Robert B. Sari
                                        Title: Senior Vice President,
                                               General Counsel and Secretary
EXHIBIT INDEX

Exhibit No.    Description

10.1           Credit Agreement, dated as of June 27, 2001, as amended and
               restated as of May 28, 2003 among Rite Aid Corporation, The
               Lenders named therein, Citicorp North America, Inc., as
               Administrative Agent and Collateral Processing Co-Agent,
               JPMorgan Chase Bank, as Syndication Agent and Collateral
               Processing Co-Agent, Fleet Retail Finance Inc., as
               Co-Documentation Agent and Collateral Agent, CIT Group/Business
               Credit, Inc., as Co-Documentation Agent, and General Electric
               Capital Corporation, as Co-Documentation Agent.

10.2           Amended and Restated Collateral Trust and Intercreditor
               Agreement dated as of June 27, 2001, as amended and restated as
               of May 28, 2003, among Rite Aid Corporation, each Subsidiary of
               Rite Aid named therein or which becomes a party hereto,
               Wilmington Trust Company, as collateral trustee for the holders
               from time to time of the Second Priority Debt Obligations,
               Citicorp North America, Inc., as senior collateral processing
               co-agent, JPMorgan Chase Bank, as senior collateral processing
               co-agent for the Senior Secured Parties under the Senior Loan
               Documents, U.S. Bank and Trust, as trustee under the 12.5% Note
               Indenture, BNY Midwest Trust Company, as trustee under the 9.5%
               Note Indenture and as trustee under the 8.125% Note Indenture,
               and each other Second Priority Representative which becomes a
               party hereto.

10.3           Senior Subsidiary Security Agreement, dated as of June 27,
               2001, as amended and restated as of May 28, 2003, made by the
               Subsidiary Guarantors and any other Person that becomes a
               Subsidiary Guarantor pursuant to the Senior Credit Agreement,
               in favor of Citicorp North America, Inc., a Delaware
               corporation, as senior collateral processing co-agent, and
               JPMorgan Chase Bank, as senior collateral processing co-agent.

10.4           Senior Subsidiary Guarantee Agreement dated as of June 27,
               2001, as amended and restated as of May 28, 2003, among each of
               the subsidiaries named therein of Rite Aid Corporation,
               Citicorp North America, Inc., as senior collateral processing
               co-agent and JPMorgan Chase Bank, as senior collateral
               processing co-agent.

99.1           Registrant's Press Release dated May 28, 2003