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) June 12, 2000
                                                           -------------

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

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




ITEM 5.        OTHER EVENTS.

        On June 14, 2000, Rite Aid Corporation issued a press release
announcing the completion of its refinancing transactions. The press
release and related materials are attached hereto as exhibits and
incorporated herein by reference.

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

      (c)      Exhibits.

        4.1    Indenture, dated as of June 14, 2000, among Rite Aid
               Corporation, as Issuer, each of the Subsidiary Guarantors
               named therein and State Street Bank and Trust Company, as
               Trustee.

        4.2    Exchange and Registration Rights Agreement, dated as of June
               14, 2000, by and among Rite Aid Corporation, State Street
               Bank and Trust Company and the Holders of the 10.50% Senior
               Secured Notes due 2002.

        4.3    Registration Rights Agreement, dated as of June 14, 2000, by
               and among Rite Aid Corporation and the Lenders listed
               therein.

        10.1   Senior Credit Agreement, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks party thereto, Citicorp USA,
               Inc., as Senior Administrative Agent, Citicorp USA, Inc., as
               Senior Collateral Agent, and Heller Financial, Inc. and
               Fleet Retail Finance Inc., as Syndication Agents.

        10.2   Collateral Trust and Intercreditor Agreement, dated as of
               June 12, 2000, among Rite Aid Corporation, each Subsidiary
               Guarantor of Rite Aid Corporation listed therein, Wilmington
               Trust Company, Citcorp USA, Inc., Morgan Guaranty Trust
               Company of New York, The Prudential Insurance Company of
               America, State Street Bank and Trust Company and The
               Sumitomo Bank, Limited, New York Branch.

        10.3   Senior Subsidiary Security Agreement, dated as of June 12,
               2000, made by the Subsidiary Guarantors identified therein
               and any other person that becomes a Subsidiary Guarantor
               pursuant to the Senior Credit Facility, in favor of Citicorp
               USA, Inc., as Senior Collateral Agent.

        10.4   Senior Subsidiary Guarantee Agreement, dated as of June 12,
               2000, among each of the Subsidiary Guarantors of Rite Aid
               Corporation listed therein and Citicorp USA, Inc., as Senior
               Collateral Agent.

        10.5   Senior Indemnity, Subrogation and Contribution Agreement,
               dated as of June 12, 2000, among Rite Aid Corporation, each
               of the Subsidiary Guarantors listed therein and Citicorp
               USA, Inc., as Senior Collateral Agent.

        10.6   RCF Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

        10.7   PCS Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

        10.8   Exchange Debt Facility, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks from time to time parties
               thereto and Morgan Guaranty Trust Company of New York, as
               Administrative Agent, with JP Morgan Securities Inc., as
               Lead Arranger and Book Runner.

        10.9   Second Priority Subsidiary Guarantee Agreement, dated as of
               June 12, 2000, among each of the Subsidiary Guarantors of
               Rite Aid Corporation listed therein and Wilmington Trust
               Company, as Second Priority Collateral Trustee.

        10.10  Second Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Subsidiary Guarantors identified
               therein and any other person that becomes a Subsidiary
               Guarantor pursuant to the Second Priority Debt Documents, in
               favor of Wilmington Trust Company, as Second Priority
               Collateral Trustee.

        10.11  Second Priority Indemnity, Subrogation and Contribution
               Agreement, dated as of June 12, 2000, among Rite Aid
               Corporation, each Subsidiary Guarantor listed therein and
               Wilmington Trust Company, as Second Priority Collateral
               Trustee.

        10.12  First Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Domestic Subsidiaries identified
               therein and any other person that becomes a Domestic
               Subsidiary pursuant to the Exchange Debt Facility Documents,
               in favor of Morgan Guaranty Trust Company of New York, as
               Agent.

        10.13  Amended and Restated Drugstore.com Pledge Agreement, dated
               as of June 12, 2000, between Rite Aid Corporation and Morgan
               Guaranty Trust Company of New York, as Agent.

        10.14  Amended and Restated PCS Pledge Agreement, dated as of June
               12, 2000, between Rite Aid Corporation and Morgan Guaranty
               Trust Company of New York, as Agent.

        10.15  Form of Second Priority Mortgage, Assignment of Leases and
               Rents, Security Agreement and Financing Statement, by the
               Subsidiary Guarantor listed therein, to Wilmington Trust
               Company, as Second Priority Collateral Trustee.

        10.16  Amendment No. 3 to Note Agreement, Amendment No. 4 to Guaranty
               Agreement, and Amendment No. 1 to Put Agreement, for
               Adjustable Rate Senior Secured Notes due August 15, 2002,
               among Finco, Inc., Rite Aid Corporation, The Prudential
               Insurance Company of America, and Pruco Life Insurance
               Company, as of June 12, 2000.

        10.17  Amendment No. 5 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to RAC Leasing LLC, as
               Lessor.

        10.18  Amendment No. 4 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between RAC Leasing LLC, as
               Lessor, and Rite Aid Realty Corp., as Lessee.

        10.19  Amendment No. 4 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to Sumitomo Bank Leasing
               and Finance, Inc., as Lessor.

        10.20  Amendment No. 5 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between Sumitomo Bank Leasing and
               Finance, Inc., as Lessor, and Rite Aid Realty Corp., as
               Lessee.

        99.1   Press Release, dated June 14, 2000.




                                 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:  June 21, 2000          By:          /s/  Elliot S. Gerson
                                     ------------------------------------------
                                     Name:  Elliot S. Gerson
                                     Title: Senior Executive Vice President and
                                            General Counsel




                                   EXHIBIT INDEX


Exhibit No.    Description
-----------    -----------

4.1            Indenture, dated as of June 14, 2000, among Rite Aid
               Corporation, as Issuer, each of the Subsidiary Guarantors
               named therein and State Street Bank and Trust Company, as
               Trustee.

4.2            Exchange and Registration Rights Agreement, dated as of June
               14, 2000, by and among Rite Aid Corporation, State Street
               Bank and Trust Company and the Holders of the 10.50% Senior
               Secured Notes due 2002.

4.3            Registration Rights Agreement, dated as of June 14, 2000, by
               and among Rite Aid Corporation and the Lenders listed
               therein.

10.1           Senior Credit Agreement, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks party thereto, Citicorp USA,
               Inc., as Senior Administrative Agent, Citicorp USA, Inc., as
               Senior Collateral Agent, and Heller Financial, Inc. and
               Fleet Retail Finance Inc., as Syndication Agents.

10.2           Collateral Trust and Intercreditor Agreement, dated as of
               June 12, 2000, among Rite Aid Corporation, each Subsidiary
               Guarantor of Rite Aid Corporation listed therein, Wilmington
               Trust Company, Citcorp USA, Inc., Morgan Guaranty Trust
               Company of New York, The Prudential Insurance Company of
               America, State Street Bank and Trust Company and The
               Sumitomo Bank, Limited, New York Branch.

10.3           Senior Subsidiary Security Agreement, dated as of June 12,
               2000, made by the Subsidiary Guarantors identified therein
               and any other person that becomes a Subsidiary Guarantor
               pursuant to the Senior Credit Facility, in favor of Citicorp
               USA, Inc., as Senior Collateral Agent.

10.4           Senior Subsidiary Guarantee Agreement, dated as of June 12,
               2000, among each of the Subsidiary Guarantors of Rite Aid
               Corporation listed therein and Citicorp USA, Inc., as Senior
               Collateral Agent.

10.5           Senior Indemnity, Subrogation and Contribution Agreement,
               dated as of June 12, 2000, among Rite Aid Corporation, each
               of the Subsidiary Guarantors listed therein and Citicorp
               USA, Inc., as Senior Collateral Agent.

10.6           RCF Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

10.7           PCS Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

10.8           Exchange Debt Facility, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks from time to time parties
               thereto and Morgan Guaranty Trust Company of New York, as
               Administrative Agent, with JP Morgan Securities Inc., as
               Lead Arranger and Book Runner.

10.9           Second Priority Subsidiary Guarantee Agreement, dated as of
               June 12, 2000, among each of the Subsidiary Guarantors of
               Rite Aid Corporation listed therein and Wilmington Trust
               Company, as Second Priority Collateral Trustee.

10.10          Second Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Subsidiary Guarantors identified
               therein and any other person that becomes a Subsidiary
               Guarantor pursuant to the Second Priority Debt Documents, in
               favor of Wilmington Trust Company, as Second Priority
               Collateral Trustee.

10.11          Second Priority Indemnity, Subrogation and Contribution
               Agreement, dated as of June 12, 2000, among Rite Aid
               Corporation, each Subsidiary Guarantor listed therein and
               Wilmington Trust Company, as Second Priority Collateral
               Trustee.

10.12          First Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Domestic Subsidiaries identified
               therein and any other person that becomes a Domestic
               Subsidiary pursuant to the Exchange Debt Facility Documents,
               in favor of Morgan Guaranty Trust Company of New York, as
               Agent.

10.13          Amended and Restated Drugstore.com Pledge Agreement, dated
               as of June 12, 2000, between Rite Aid Corporation and Morgan
               Guaranty Trust Company of New York, as Agent.

10.14          Amended and Restated PCS Pledge Agreement, dated as of June
               12, 2000, between Rite Aid Corporation and Morgan Guaranty
               Trust Company of New York, as Agent.

10.15          Form of Second Priority Mortgage, Assignment of Leases and
               Rents, Security Agreement and Financing Statement, by the
               Subsidiary Guarantor listed therein, to Wilmington Trust
               Company, as Second Priority Collateral Trustee.

10.16          Amendment No. 3 to Note Agreement, Amendment No. 4 to Guaranty
               Agreement, and Amendment No. 1 to Put Agreement, for
               Adjustable Rate Senior Secured Notes due August 15, 2002,
               among Finco, Inc., Rite Aid Corporation, The Prudential
               Insurance Company of America, and Pruco Life Insurance
               Company, as of June 12, 2000.

10.17          Amendment No. 5 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to RAC Leasing LLC, as
               Lessor.

10.18          Amendment No. 4 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between RAC Leasing LLC, as
               Lessor, and Rite Aid Realty Corp., as Lessee.

10.19          Amendment No. 4 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to Sumitomo Bank Leasing
               and Finance, Inc., as Lessor.

10.20          Amendment No. 5 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between Sumitomo Bank Leasing and
               Finance, Inc., as Lessor, and Rite Aid Realty Corp., as
               Lessee.

99.1           Press Release, dated June 14, 2000.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16257}]
{"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": "658692"}, "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, 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) June 12, 2000
                                                           -------------

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

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

ITEM 5.        OTHER EVENTS.

        On June 14, 2000, Rite Aid Corporation issued a press release
announcing the completion of its refinancing transactions. The press
release and related materials are attached hereto as exhibits and
incorporated herein by reference.

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

      (c)      Exhibits.

        4.1    Indenture, dated as of June 14, 2000, among Rite Aid
               Corporation, as Issuer, each of the Subsidiary Guarantors
               named therein and State Street Bank and Trust Company, as
               Trustee.

        4.2    Exchange and Registration Rights Agreement, dated as of June
               14, 2000, by and among Rite Aid Corporation, State Street
               Bank and Trust Company and the Holders of the 10.50% Senior
               Secured Notes due 2002.

        4.3    Registration Rights Agreement, dated as of June 14, 2000, by
               and among Rite Aid Corporation and the Lenders listed
               therein.

        10.1   Senior Credit Agreement, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks party thereto, Citicorp USA,
               Inc., as Senior Administrative Agent, Citicorp USA, Inc., as
               Senior Collateral Agent, and Heller Financial, Inc. and
               Fleet Retail Finance Inc., as Syndication Agents.

        10.2   Collateral Trust and Intercreditor Agreement, dated as of
               June 12, 2000, among Rite Aid Corporation, each Subsidiary
               Guarantor of Rite Aid Corporation listed therein, Wilmington
               Trust Company, Citcorp USA, Inc., Morgan Guaranty Trust
               Company of New York, The Prudential Insurance Company of
               America, State Street Bank and Trust Company and The
               Sumitomo Bank, Limited, New York Branch.

        10.3   Senior Subsidiary Security Agreement, dated as of June 12,
               2000, made by the Subsidiary Guarantors identified therein
               and any other person that becomes a Subsidiary Guarantor
               pursuant to the Senior Credit Facility, in favor of Citicorp
               USA, Inc., as Senior Collateral Agent.

        10.4   Senior Subsidiary Guarantee Agreement, dated as of June 12,
               2000, among each of the Subsidiary Guarantors of Rite Aid
               Corporation listed therein and Citicorp USA, Inc., as Senior
               Collateral Agent.

        10.5   Senior Indemnity, Subrogation and Contribution Agreement,
               dated as of June 12, 2000, among Rite Aid Corporation, each
               of the Subsidiary Guarantors listed therein and Citicorp
               USA, Inc., as Senior Collateral Agent.

        10.6   RCF Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

        10.7   PCS Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

        10.8   Exchange Debt Facility, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks from time to time parties
               thereto and Morgan Guaranty Trust Company of New York, as
               Administrative Agent, with JP Morgan Securities Inc., as
               Lead Arranger and Book Runner.

        10.9   Second Priority Subsidiary Guarantee Agreement, dated as of
               June 12, 2000, among each of the Subsidiary Guarantors of
               Rite Aid Corporation listed therein and Wilmington Trust
               Company, as Second Priority Collateral Trustee.

        10.10  Second Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Subsidiary Guarantors identified
               therein and any other person that becomes a Subsidiary
               Guarantor pursuant to the Second Priority Debt Documents, in
               favor of Wilmington Trust Company, as Second Priority
               Collateral Trustee.

        10.11  Second Priority Indemnity, Subrogation and Contribution
               Agreement, dated as of June 12, 2000, among Rite Aid
               Corporation, each Subsidiary Guarantor listed therein and
               Wilmington Trust Company, as Second Priority Collateral
               Trustee.

        10.12  First Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Domestic Subsidiaries identified
               therein and any other person that becomes a Domestic
               Subsidiary pursuant to the Exchange Debt Facility Documents,
               in favor of Morgan Guaranty Trust Company of New York, as
               Agent.

        10.13  Amended and Restated Drugstore.com Pledge Agreement, dated
               as of June 12, 2000, between Rite Aid Corporation and Morgan
               Guaranty Trust Company of New York, as Agent.

        10.14  Amended and Restated PCS Pledge Agreement, dated as of June
               12, 2000, between Rite Aid Corporation and Morgan Guaranty
               Trust Company of New York, as Agent.

        10.15  Form of Second Priority Mortgage, Assignment of Leases and
               Rents, Security Agreement and Financing Statement, by the
               Subsidiary Guarantor listed therein, to Wilmington Trust
               Company, as Second Priority Collateral Trustee.

        10.16  Amendment No. 3 to Note Agreement, Amendment No. 4 to Guaranty
               Agreement, and Amendment No. 1 to Put Agreement, for
               Adjustable Rate Senior Secured Notes due August 15, 2002,
               among Finco, Inc., Rite Aid Corporation, The Prudential
               Insurance Company of America, and Pruco Life Insurance
               Company, as of June 12, 2000.

        10.17  Amendment No. 5 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to RAC Leasing LLC, as
               Lessor.

        10.18  Amendment No. 4 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between RAC Leasing LLC, as
               Lessor, and Rite Aid Realty Corp., as Lessee.

        10.19  Amendment No. 4 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to Sumitomo Bank Leasing
               and Finance, Inc., as Lessor.

        10.20  Amendment No. 5 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between Sumitomo Bank Leasing and
               Finance, Inc., as Lessor, and Rite Aid Realty Corp., as
               Lessee.

        99.1   Press Release, dated June 14, 2000.

                                 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:  June 21, 2000          By:          /s/  Elliot S. Gerson
                                     ------------------------------------------
                                     Name:  Elliot S. Gerson
                                     Title: Senior Executive Vice President and
                                            General Counsel

                                   EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

4.1            Indenture, dated as of June 14, 2000, among Rite Aid
               Corporation, as Issuer, each of the Subsidiary Guarantors
               named therein and State Street Bank and Trust Company, as
               Trustee.

4.2            Exchange and Registration Rights Agreement, dated as of June
               14, 2000, by and among Rite Aid Corporation, State Street
               Bank and Trust Company and the Holders of the 10.50% Senior
               Secured Notes due 2002.

4.3            Registration Rights Agreement, dated as of June 14, 2000, by
               and among Rite Aid Corporation and the Lenders listed
               therein.

10.1           Senior Credit Agreement, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks party thereto, Citicorp USA,
               Inc., as Senior Administrative Agent, Citicorp USA, Inc., as
               Senior Collateral Agent, and Heller Financial, Inc. and
               Fleet Retail Finance Inc., as Syndication Agents.

10.2           Collateral Trust and Intercreditor Agreement, dated as of
               June 12, 2000, among Rite Aid Corporation, each Subsidiary
               Guarantor of Rite Aid Corporation listed therein, Wilmington
               Trust Company, Citcorp USA, Inc., Morgan Guaranty Trust
               Company of New York, The Prudential Insurance Company of
               America, State Street Bank and Trust Company and The
               Sumitomo Bank, Limited, New York Branch.

10.3           Senior Subsidiary Security Agreement, dated as of June 12,
               2000, made by the Subsidiary Guarantors identified therein
               and any other person that becomes a Subsidiary Guarantor
               pursuant to the Senior Credit Facility, in favor of Citicorp
               USA, Inc., as Senior Collateral Agent.

10.4           Senior Subsidiary Guarantee Agreement, dated as of June 12,
               2000, among each of the Subsidiary Guarantors of Rite Aid
               Corporation listed therein and Citicorp USA, Inc., as Senior
               Collateral Agent.

10.5           Senior Indemnity, Subrogation and Contribution Agreement,
               dated as of June 12, 2000, among Rite Aid Corporation, each
               of the Subsidiary Guarantors listed therein and Citicorp
               USA, Inc., as Senior Collateral Agent.

10.6           RCF Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

10.7           PCS Facility, dated as of June 12, 2000, among Rite Aid
               Corporation, the Banks from time to time parties thereto and
               Morgan Guaranty Trust Company of New York, as Administrative
               Agent, with JP Morgan Securities Inc., as Lead Arranger and
               Book Runner.

10.8           Exchange Debt Facility, dated as of June 12, 2000, among
               Rite Aid Corporation, the Banks from time to time parties
               thereto and Morgan Guaranty Trust Company of New York, as
               Administrative Agent, with JP Morgan Securities Inc., as
               Lead Arranger and Book Runner.

10.9           Second Priority Subsidiary Guarantee Agreement, dated as of
               June 12, 2000, among each of the Subsidiary Guarantors of
               Rite Aid Corporation listed therein and Wilmington Trust
               Company, as Second Priority Collateral Trustee.

10.10          Second Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Subsidiary Guarantors identified
               therein and any other person that becomes a Subsidiary
               Guarantor pursuant to the Second Priority Debt Documents, in
               favor of Wilmington Trust Company, as Second Priority
               Collateral Trustee.

10.11          Second Priority Indemnity, Subrogation and Contribution
               Agreement, dated as of June 12, 2000, among Rite Aid
               Corporation, each Subsidiary Guarantor listed therein and
               Wilmington Trust Company, as Second Priority Collateral
               Trustee.

10.12          First Priority Subsidiary Security Agreement, dated as of
               June 12, 2000, made by the Domestic Subsidiaries identified
               therein and any other person that becomes a Domestic
               Subsidiary pursuant to the Exchange Debt Facility Documents,
               in favor of Morgan Guaranty Trust Company of New York, as
               Agent.

10.13          Amended and Restated Drugstore.com Pledge Agreement, dated
               as of June 12, 2000, between Rite Aid Corporation and Morgan
               Guaranty Trust Company of New York, as Agent.

10.14          Amended and Restated PCS Pledge Agreement, dated as of June
               12, 2000, between Rite Aid Corporation and Morgan Guaranty
               Trust Company of New York, as Agent.

10.15          Form of Second Priority Mortgage, Assignment of Leases and
               Rents, Security Agreement and Financing Statement, by the
               Subsidiary Guarantor listed therein, to Wilmington Trust
               Company, as Second Priority Collateral Trustee.

10.16          Amendment No. 3 to Note Agreement, Amendment No. 4 to Guaranty
               Agreement, and Amendment No. 1 to Put Agreement, for
               Adjustable Rate Senior Secured Notes due August 15, 2002,
               among Finco, Inc., Rite Aid Corporation, The Prudential
               Insurance Company of America, and Pruco Life Insurance
               Company, as of June 12, 2000.

10.17          Amendment No. 5 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to RAC Leasing LLC, as
               Lessor.

10.18          Amendment No. 4 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between RAC Leasing LLC, as
               Lessor, and Rite Aid Realty Corp., as Lessee.

10.19          Amendment No. 4 to Guaranty, dated as of June 12, 2000, from
               Rite Aid Corporation, as Guarantor, to Sumitomo Bank Leasing
               and Finance, Inc., as Lessor.

10.20          Amendment No. 5 to Master Lease and Security Agreement,
               dated as of June 12, 2000, between Sumitomo Bank Leasing and
               Finance, Inc., as Lessor, and Rite Aid Realty Corp., as
               Lessee.

99.1           Press Release, dated June 14, 2000.