SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, DC  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):  January 29, 1999 
  
  
                            Rite Aid Corporation 
  --------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in 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 
  
  
                                    N/A 
  --------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report) 


 ITEM 5.   OTHER EVENTS 
  
    In response to a press report, on January 29, 1999, the company issued
 a press release, a copy of which is filed herewith as Exhibit 99.1.
 Following the appearance of the press report, the company commenced an
 internal review of related party transactions.  The review was requested by
 Martin Grass, the company's Chairman and CEO, and authorized by the
 chairmen of its audit and finance committees.  The review concluded that
 Martin Grass has no previously undisclosed business relationships with the
 company. In the review, all executive officers of the company were
 interviewed, the company's records were reviewed and counsel made
 inquiries of Alex Grass, a director of the company, and those of his
 children who are not associated with Rite Aid.  Described below are 1) all
 matters which were learned by the company in the course of the review, and
 2) real estate transactions related to Martin Grass, all of which were
 previously disclosed by the company.
  
 MATTERS LEARNED IN THE REVIEW 
  
 o      On February 7, 1999, in the course of the review, the company
        learned that in 1995, after he retired as an officer of the
        company, Alex Grass, through a trust, acquired a 30% interest and
        that both of his daughters acquired options to purchase 5%
        interests in LNK International, a manufacturer of private label
        over-the-counter medications.  The company purchased $6.7 million,
        $8.8 million, and $9.2 million of product from LNK in fiscal 1997,
        1998 and for the first 11 months of fiscal 1999, respectively.  The
        company believes that the price, quality and service that it has
        received from LNK are at least as favorable as those available from
        other third parties. 
  
 o      The company for more than 25 years has leased 43,920 square feet of
        storage space in a warehouse in Camp Hill, Pennsylvania, from a
        partnership in which Alex Grass has a 50% interest.  The rent is
        $3.50 per square foot ($153,720) per year. 
  
 o      In approximately 1989, in connection with his efforts to assist in
        the development of commerce between Israel and the United States,
        and at the request of the president of a major Israeli university,
        Alex Grass aided in the formation of I.C. Imports, an importer of
        toothbrushes and candy manufactured in Israel.  Alex Grass and
        Martin Grass each had a 12.5% interest in I.C. Imports.  In 1992,
        those interests were returned to I.C. Imports for no payment.  The
        company's purchases from I.C. Imports during the period 1990-1992
        were less than one million dollars per year and consisted only of
        products manufactured in Israel. 
  
 o      Rite Aid learned on Thursday, February 4, 1999, in the course of
        the review, that in 1992, the interests which were returned to I.C.
        Imports were issued to Alex Grass' daughters at his direction.  His
        daughters have never had any role in the operation or management of
        this importer.  Sales of merchandise by I.C. Imports to Rite Aid
        never exceeded $1.6 million in each of fiscal 1993 through 1996. 
        In fiscal 1997 and 1998 and in the first 11 months of fiscal 1999
        the company made aggregate purchases of $1.6 million, $2.1 million
        and $1.8 million, respectively, from I.C. Imports.  The company
        believes that the price, quality and service that it has received
        from I.C. Imports are at least as favorable as those available from
        other third parties. 
  
 o      In the course of the review, the company learned that in 1995,
        William Mann, the brother of Kevin Mann, former executive vice
        president of purchasing, whose employment was terminated by the
        company in June 1998, together with the operating principal of I.C.
        Imports, created The Crestpointe Corporation, and that in
        connection with their ownership of I.C. Imports, Alex Grass'
        daughters who have never had any role in the operation or
        management of Crestpointe were each given a 12.5% interest in that
        company. 
  
        Crestpointe acted as a manufacturer's representative for a line of
        domestically produced candies and other products.  No amounts have 
        ever been paid by Rite Aid to Crestpointe or William Mann.  As 
        manufacturers' representatives, they were paid by the vendors they 
        represented and the company is not aware of those arrangements.  In 
        the review, the company learned that Crestpointe has gone out of 
        business. 
  
        Effective January 1, 1999, in accordance with a policy first announced
        in the summer of 1998, the company ceased making purchases from vendors
        who employ manufacturers' representatives and since January 1, 1999, 
        has dealt only directly with vendors. 
  
 PREVIOUSLY DISCLOSED REAL ESTATE TRANSACTIONS INVOLVING MARTIN GRASS: 
  
 o      In February 1992, the company opened an 8,000 square-foot store in
        a newly-developed 60,000 square-foot shopping center anchored by a
        Giant Food store.  The rent paid by the company was $12.00 per
        square foot ($96,000) per year.  Martin Grass is a 50% partner in
        the partnership that owns that shopping center. 
  
        Part of the company's real estate strategy is to relocate
        undersized stores to larger, freestanding sites, which has resulted
        in 300 stores being relocated in fiscal 1999.  In furtherance of its
        strategy, the New Cumberland store was relocated on February 5,
        1999, from the Giant Food shopping center to a new, 11,000
        square-foot, freestanding site owned by an unrelated entity.  The
        shopping center lease was cancelled and Rite Aid was released from
        its obligation to pay over $300,000 in remaining rent, without the
        payment of any consideration.
  
 o      In January 1996, the company purchased a chain of 14 drug stores. 
        That chain had since January 1982 leased an approximately 5,000
        square-foot store in Mt. Carmel, Pennsylvania, from a partnership
        in which Martin Grass was a partner.  The rent is $7.80 per square
        foot ($39,000) per year, which was the rent provided for in the
        lease when it was signed in 1982.  The current partners are Martin
        Grass and his brother-in-law, who is a full-time real estate
        developer, each of whom has a 37.5% interest, and one of his
        sisters, who has a 25% interest.  In accordance with the company's
        real estate strategy, the company is seeking to relocate this
        store. 
  
 o      On January 8, 1999, the company relocated an undersized 6,000
        square foot shopping center store directly across the street to a
        freestanding 10,750 square-foot store in Sinking Springs,
        Pennsylvania, which it leases from Martin Grass' brother-in-law,
        who is a full-time real estate developer, at a rent of $17.50 per
        square foot ($188,125) per year.  Martin Grass has no interest in
        this store. 
  
 o      Martin Grass did not and does not participate in the approval of
        real estate proposals submitted and recommended by the company's
        real estate professionals in instances in which a related party or
        any person with whom he has business relationships is involved. 
  
  
 ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  
             INFORMATION AND EXHIBITS                  
 
            (c)  Exhibits  The following exhibit is filed herewith:   
  
 99.1        Press release, dated January 29, 1999, issued by Rite Aid
             Corporation. 


                                 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. 
  
  
 February 9, 1999 
  
                                      RITE AID CORPORATION 
  
  
  
                                      By: /s/Elliot S. Gerson      
                                         ---------------------------
                                          Elliot S. Gerson 
                                          Executive Vice President
                                            & General Counsel


                               Exhibit Index
  
  
 99.1      Press release, dated January 29, 1999, issued by Rite Aid
           Corporation.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 10047}]
{"company-data": {"conformed-name": "RITE AID CORP", "cik": "0000084129", "assigned-sic": "5912", "irs-number": "231614034", "state-of-incorporation": "DE", "fiscal-year-end": "0302"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05742", "film-number": "99524610"}, "business-address": {"street1": "30 HUNTER LANE", "city": "CAMP HILL OWN", "state": "PA", "zip": "17011", "phone": "7177612633"}, "mail-address": {"street1": "PO BOX 3165", "city": "HARRISBURG", "state": "PA", "zip": "17105"}, "former-company": [{"former-conformed-name": "LEHRMAN LOUIS & CO", "date-changed": "19680510"}, {"former-conformed-name": "RACK RITE DISTRIBUTORS", "date-changed": "19680510"}]}
SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, DC  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):  January 29, 1999 
  
  
                            Rite Aid Corporation 
  --------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in 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 
  
  
                                    N/A 
  --------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report) 

 ITEM 5.   OTHER EVENTS 
  
    In response to a press report, on January 29, 1999, the company issued
 a press release, a copy of which is filed herewith as Exhibit 99.1.
 Following the appearance of the press report, the company commenced an
 internal review of related party transactions.  The review was requested by
 Martin Grass, the company's Chairman and CEO, and authorized by the
 chairmen of its audit and finance committees.  The review concluded that
 Martin Grass has no previously undisclosed business relationships with the
 company. In the review, all executive officers of the company were
 interviewed, the company's records were reviewed and counsel made
 inquiries of Alex Grass, a director of the company, and those of his
 children who are not associated with Rite Aid.  Described below are 1) all
 matters which were learned by the company in the course of the review, and
 2) real estate transactions related to Martin Grass, all of which were
 previously disclosed by the company.
  
 MATTERS LEARNED IN THE REVIEW 
  
 o      On February 7, 1999, in the course of the review, the company
        learned that in 1995, after he retired as an officer of the
        company, Alex Grass, through a trust, acquired a 30% interest and
        that both of his daughters acquired options to purchase 5%
        interests in LNK International, a manufacturer of private label
        over-the-counter medications.  The company purchased $6.7 million,
        $8.8 million, and $9.2 million of product from LNK in fiscal 1997,
        1998 and for the first 11 months of fiscal 1999, respectively.  The
        company believes that the price, quality and service that it has
        received from LNK are at least as favorable as those available from
        other third parties. 
  
 o      The company for more than 25 years has leased 43,920 square feet of
        storage space in a warehouse in Camp Hill, Pennsylvania, from a
        partnership in which Alex Grass has a 50% interest.  The rent is
        $3.50 per square foot ($153,720) per year. 
  
 o      In approximately 1989, in connection with his efforts to assist in
        the development of commerce between Israel and the United States,
        and at the request of the president of a major Israeli university,
        Alex Grass aided in the formation of I.C. Imports, an importer of
        toothbrushes and candy manufactured in Israel.  Alex Grass and
        Martin Grass each had a 12.5% interest in I.C. Imports.  In 1992,
        those interests were returned to I.C. Imports for no payment.  The
        company's purchases from I.C. Imports during the period 1990-1992
        were less than one million dollars per year and consisted only of
        products manufactured in Israel. 
  
 o      Rite Aid learned on Thursday, February 4, 1999, in the course of
        the review, that in 1992, the interests which were returned to I.C.
        Imports were issued to Alex Grass' daughters at his direction.  His
        daughters have never had any role in the operation or management of
        this importer.  Sales of merchandise by I.C. Imports to Rite Aid
        never exceeded $1.6 million in each of fiscal 1993 through 1996. 
        In fiscal 1997 and 1998 and in the first 11 months of fiscal 1999
        the company made aggregate purchases of $1.6 million, $2.1 million
        and $1.8 million, respectively, from I.C. Imports.  The company
        believes that the price, quality and service that it has received
        from I.C. Imports are at least as favorable as those available from
        other third parties. 
  
 o      In the course of the review, the company learned that in 1995,
        William Mann, the brother of Kevin Mann, former executive vice
        president of purchasing, whose employment was terminated by the
        company in June 1998, together with the operating principal of I.C.
        Imports, created The Crestpointe Corporation, and that in
        connection with their ownership of I.C. Imports, Alex Grass'
        daughters who have never had any role in the operation or
        management of Crestpointe were each given a 12.5% interest in that
        company. 
  
        Crestpointe acted as a manufacturer's representative for a line of
        domestically produced candies and other products.  No amounts have 
        ever been paid by Rite Aid to Crestpointe or William Mann.  As 
        manufacturers' representatives, they were paid by the vendors they 
        represented and the company is not aware of those arrangements.  In 
        the review, the company learned that Crestpointe has gone out of 
        business. 
  
        Effective January 1, 1999, in accordance with a policy first announced
        in the summer of 1998, the company ceased making purchases from vendors
        who employ manufacturers' representatives and since January 1, 1999, 
        has dealt only directly with vendors. 
  
 PREVIOUSLY DISCLOSED REAL ESTATE TRANSACTIONS INVOLVING MARTIN GRASS: 
  
 o      In February 1992, the company opened an 8,000 square-foot store in
        a newly-developed 60,000 square-foot shopping center anchored by a
        Giant Food store.  The rent paid by the company was $12.00 per
        square foot ($96,000) per year.  Martin Grass is a 50% partner in
        the partnership that owns that shopping center. 
  
        Part of the company's real estate strategy is to relocate
        undersized stores to larger, freestanding sites, which has resulted
        in 300 stores being relocated in fiscal 1999.  In furtherance of its
        strategy, the New Cumberland store was relocated on February 5,
        1999, from the Giant Food shopping center to a new, 11,000
        square-foot, freestanding site owned by an unrelated entity.  The
        shopping center lease was cancelled and Rite Aid was released from
        its obligation to pay over $300,000 in remaining rent, without the
        payment of any consideration.
  
 o      In January 1996, the company purchased a chain of 14 drug stores. 
        That chain had since January 1982 leased an approximately 5,000
        square-foot store in Mt. Carmel, Pennsylvania, from a partnership
        in which Martin Grass was a partner.  The rent is $7.80 per square
        foot ($39,000) per year, which was the rent provided for in the
        lease when it was signed in 1982.  The current partners are Martin
        Grass and his brother-in-law, who is a full-time real estate
        developer, each of whom has a 37.5% interest, and one of his
        sisters, who has a 25% interest.  In accordance with the company's
        real estate strategy, the company is seeking to relocate this
        store. 
  
 o      On January 8, 1999, the company relocated an undersized 6,000
        square foot shopping center store directly across the street to a
        freestanding 10,750 square-foot store in Sinking Springs,
        Pennsylvania, which it leases from Martin Grass' brother-in-law,
        who is a full-time real estate developer, at a rent of $17.50 per
        square foot ($188,125) per year.  Martin Grass has no interest in
        this store. 
  
 o      Martin Grass did not and does not participate in the approval of
        real estate proposals submitted and recommended by the company's
        real estate professionals in instances in which a related party or
        any person with whom he has business relationships is involved. 
  
  
 ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  
             INFORMATION AND EXHIBITS                  
 
            (c)  Exhibits  The following exhibit is filed herewith:   
  
 99.1        Press release, dated January 29, 1999, issued by Rite Aid
             Corporation. 

                                 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. 
  
  
 February 9, 1999 
  
                                      RITE AID CORPORATION 
  
  
  
                                      By: /s/Elliot S. Gerson      
                                         ---------------------------
                                          Elliot S. Gerson 
                                          Executive Vice President
                                            & General Counsel

                               Exhibit Index
  
  
 99.1      Press release, dated January 29, 1999, issued by Rite Aid
           Corporation.