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 
  
                              November 17, 1998 
                      _________________________________ 
                     (Date of earliest event reported) 
  
                              RITE AID CORPORATION
           ______________________________________________________ 
           (Exact name of Registrant as specified in its charter) 
  
   Delaware                       1-5742                   23-1614034    
   -------------------------------------------------------------------------
   (State of                (Commission File No.)         (IRS Employer 
  Incorporation)                                          Identification No.)
  
  
               30 Hunter Lane, Camp Hill, Pennsylvania 17011 
  
               _____________________________________________ 
         (Address of principal executive offices, including zip code) 
  
  
                              (717) 761-2633     
               _____________________________________________ 
            (Registrant's telephone number, including area code) 

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


 ITEM 5.   OTHER EVENTS. 
  
           On November 17, 1998, Rite Aid Corporation (the "Company") and
 Eli Lilly and Company ("Lilly") announced that they had entered into a
 Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to
 which the Company has agreed to acquire (the "PCS Acquisition") all of the
 outstanding capital stock of PCS Holding Corporation ("PCS"), a wholly
 owned subsidiary of Lilly. A copy of the Stock Purchase Agreement is
 attached hereto as Exhibit 2.1 and is incorporated herein by reference.  
  
           The Company issued a press release on November 17, 1998 relating
 to the PCS Acquisition, a copy of which is attached hereto as Exhibit 99.1
 and is incorporated herein by reference. Exhibit 99.2 hereto includes
 additional statements about the PCS Acquisition issued by the Company and
 is hereby incorporated herein by reference. 
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS. 
  
           (c)  Exhibits 
  
                2.1    Stock Purchase Agreement, dated as of November 17,
                       1998, between the Company and Lilly. 
  
                99.1   Press Release, dated November 17, 1998. 
  
                99.2   Statements issued by the Company about the PCS 
                       Acquisition. 

  

                               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 
  
  
                               By: /s/ Elliot S. Gerson     
                                  ----------------------------------
                               Name:  Elliot S. Gerson 
                               Title: Senior Vice President, 
                                      General Counsel and Secretary 
  
 Date: November 18, 1998 



                               EXHIBIT INDEX 
  
 Exhibit 
    No.         Exhibit 
 -------        -------
  
 2.1            Stock Purchase Agreement, dated as of November 17, 1998,
                between the Company and Lilly. 
  
 99.1           Press Release, dated November 17, 1998. 
  
 99.2           Statements issued by the Company about the PCS 
                Acquisition.
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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 
  
                              November 17, 1998 
                      _________________________________ 
                     (Date of earliest event reported) 
  
                              RITE AID CORPORATION
           ______________________________________________________ 
           (Exact name of Registrant as specified in its charter) 
  
   Delaware                       1-5742                   23-1614034    
   -------------------------------------------------------------------------
   (State of                (Commission File No.)         (IRS Employer 
  Incorporation)                                          Identification No.)
  
  
               30 Hunter Lane, Camp Hill, Pennsylvania 17011 
  
               _____________________________________________ 
         (Address of principal executive offices, including zip code) 
  
  
                              (717) 761-2633     
               _____________________________________________ 
            (Registrant's telephone number, including area code) 

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

 ITEM 5.   OTHER EVENTS. 
  
           On November 17, 1998, Rite Aid Corporation (the "Company") and
 Eli Lilly and Company ("Lilly") announced that they had entered into a
 Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to
 which the Company has agreed to acquire (the "PCS Acquisition") all of the
 outstanding capital stock of PCS Holding Corporation ("PCS"), a wholly
 owned subsidiary of Lilly. A copy of the Stock Purchase Agreement is
 attached hereto as Exhibit 2.1 and is incorporated herein by reference.  
  
           The Company issued a press release on November 17, 1998 relating
 to the PCS Acquisition, a copy of which is attached hereto as Exhibit 99.1
 and is incorporated herein by reference. Exhibit 99.2 hereto includes
 additional statements about the PCS Acquisition issued by the Company and
 is hereby incorporated herein by reference. 
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS. 
  
           (c)  Exhibits 
  
                2.1    Stock Purchase Agreement, dated as of November 17,
                       1998, between the Company and Lilly. 
  
                99.1   Press Release, dated November 17, 1998. 
  
                99.2   Statements issued by the Company about the PCS 
                       Acquisition. 

  

                               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 
  
  
                               By: /s/ Elliot S. Gerson     
                                  ----------------------------------
                               Name:  Elliot S. Gerson 
                               Title: Senior Vice President, 
                                      General Counsel and Secretary 
  
 Date: November 18, 1998 

                               EXHIBIT INDEX 
  
 Exhibit 
    No.         Exhibit 
 -------        -------
  
 2.1            Stock Purchase Agreement, dated as of November 17, 1998,
                between the Company and Lilly. 
  
 99.1           Press Release, dated November 17, 1998. 
  
 99.2           Statements issued by the Company about the PCS 
                Acquisition.