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

                              December 2, 1999
                     (Date of earliest event reported)


                           RITE AID CORPORATION.
           (Exact Name of Registrant as Specified in its Charter)


           Delaware               1-5742              23-1614034
        (State or Other        (Commission          (IRS Employer
        Jurisdiction of        File Number)         Identification
        Incorporation)                                   Number)


              30 Hunter Lane, Camp Hill, Pennsylvania  17011
            (Address of Principal Offices, including zip code)


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



 ITEM 5.        OTHER EVENTS

      AGREEMENTS WITH LENDERS

           The company issued a press release on January 11, 2000 disclosing
 certain agreements reached with its lenders under its credit facilities and
 other financing arrangements.  In December 1999, the company reached
 agreements with its lenders to modify certain financial covenants in its
 credit facilities and other financing arrangements, effective as of
 December 2, 1999.  The press release and agreements with lenders are
 attached hereto as exhibits and incorporated herein by reference.

      EMPLOYMENT AGREEMENTS

           The company has entered into employment agreements, dated as of
 December 5, 1999 (the "Agreements"), with Robert G. Miller, Mary F.
 Sammons, David R. Jessick and John T. Standley (collectively, the
 "Executives") to employ such persons as Chairman of the Board of Directors
 and Chief Executive Officer, President and Chief Operating Officer, Senior
 Executive Vice President and Chief Administrative Officer and Executive
 Vice President and Chief  Financial Officer, respectively.  Pursuant to the
 Agreements, the Executives were granted options to purchase shares of  the
 company's common stock (the "Common Stock") and shares of restricted Common
 Stock.  The agreements are attached hereto as exhibits and incorporated
 herein by reference.

 ITEM 7.     EXHIBITS

     4.1  Waiver dated as of January 11, 2000 to the Amended and Restated
 Credit Agreement dated as of October 25, 1999 and amended as of December 2,
 1999 among Rite Aid Corporation, the Banks party thereto and Morgan
 Guaranty Trust Company of New York, as Agent.

     4.2  Amendment dated as of December 2, 1999 to the Amended and Restated
 Credit Agreement dated as of October 25, 1999 among Rite Aid Corporation,
 the Banks party thereto and Morgan Guaranty Trust Company of New York, as
 Agent.

     4.3  Waiver dated as of January 11, 2000 to the Term Loan Agreement
 dated as of October 25, 1999 among Rite Aid Corporation, the Banks party
 thereto and Morgan Guaranty Trust Company of New York, as Administrative
 Agent.

     4.4  Amendment dated as of December 2, 1999 to the Term Loan Agreement
 dated as of October 25, 1999 among Rite Aid Corporation, the Banks party
 thereto and Morgan Guaranty Trust Company of New York, as Administrative
 Agent.

     4.5  Waiver dated as of January 11, 2000 to the Term Loan Agreement
 dated as of October 27, 1999 among Rite Aid Corporation, the Banks party
 thereto and Morgan Guaranty Trust Company of New York, as Administrative
 Agent.

     4.6  Term Loan Agreement dated as of October 27, 1999 among Rite Aid
 Corporation, the Banks party thereto and Morgan Guaranty Trust Company of
 New York, as Administrative Agent.

     4.7  Waiver dated as of January 11, 2000 to Guaranty dated as of March
 19, 1998, as amended by Amendment No. 1, dated as of June 22, 1998, and as
 further amended by Amendment No. 2, dated as of October 25, 1999, and as
 further amended by Amendment No. 3, dated as of December 2, 1999 between
 Rite Aid Corporation and RAC Leasing LLC.

     4.8  Amendment No. 3, dated as of December 23, 1999 to Master Lease and
 Security Agreement, dated as of March 19, 1998, (as amended by Amendment
 No. 1, dated as of June 22, 1998, and Amendment No. 2 dated as of October
 25, 1999) between RAC Leasing LLC and Rite Aid Realty Corp.

     4.9  Amendment No. 3 dated as of December 2, 1999 to Guaranty dated as
 of March 19, 1998, as amended by Amendment No. 1, dated as of June 22,
 1998, and as further amended by Amendment No. 2, dated as of October 25,
 1999, from Rite Aid Corporation to RAC Leasing LLC.

     4.10  Amendment No. 2 dated as of October 25, 1999 to Guaranty dated
 March 19, 1998 (as amended by Amendment No. 1, dated as of June 22, 1998)
 from Rite Aid Corporation to RAC Leasing LLC.

     4.11  Amendment No. 1 dated as of June 22, 1998, to Guaranty dated
 March 19, 1998, from Rite Aid Corporation to RAC Leasing LLC.

     4.12  Amendment No. 2 dated as of October 25, 1999 to Master Lease and
 Security Agreement, dated as of March 19, 1998 (as amended by Amendment No.
 1, dated as of June 22, 1998) between RAC Leasing LLC and Rite Aid Realty
 Corp.

     4.13  Amendment No. 1 dated as of June 22, 1998 to Master Lease and
 Security Agreement, dated as of March 19, 1998 between RAC Leasing LLC and
 Rite Aid Realty Corp.

     4.14  Guaranty, dated as of March 19, 1998, from Rite Aid Corporation
 to RAC Leasing LLC.

     4.15  Master Lease and Security Agreement, dated as of March 19, 1998,
 between RAC Leasing LLC and Rite Aid Realty Corp.

     4.16  Waiver dated as of January 11, 2000 to Guaranty dated as of
 May 30, 1997, as amended by Amendment No. 1, dated as of October 25, 1999,
 and as further amended by Amendment No. 2, dated as of December 2, 1999
 between Rite Aid Corporation and Sumitomo Bank Leasing and Finance, Inc.

     4.17  Amendment No. 2 dated as of December 2, 1999 to Guaranty dated as
 of May 30, 1997, as amended by Amendment No. 1, dated as of October 25,
 1999, from Rite Aid Corporation to Sumotomo Bank Leasing and Finance, Inc.

     4.18  Amendment No. 1 dated as of October 25, 1999 to Guaranty dated as
 of May 30, 1997 from Rite Aid Corporation to Sumotomo Bank Leasing and
 Finance, Inc.

     4.19  Amendment No. 4, dated as of October 25, 1999 to Master Lease and
 Security Agreement, dated as of May 30, 1997, as amended by Amendment No.
 1, dated as of March 11, 1998, and as further amended by Amendment No. 2,
 dated as of June 22, 1998, and as further amended by Amendment No. 3, dated
 as of May 26, 1999 between Sumitomo Bank Leasing and Finance, Inc. and Rite
 Aid Realty Corp.

     4.20  Amendment No. 3, dated as of May 26, 1999, to Master Lease and
 Security Agreement, dated as of May 30, 1997, (as amended by Amendment No.
 1, dated as of March 11, 1998, as further amended by Amendment No. 2, dated
 as of June 22, 1998) between Sumitomo Bank Leasing and Finance, Inc. and
 Rite  Aid Realty Corp.

     4.21  Amendment No. 2, dated as of June 22, 1998 to Master Lease and
 Security Agreement, dated as of May 30, 1997, as amended by Amendment No. 1
 to Master Lease and Security Agreement, dated as of March 11, 1998 between
 Sumitomo Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

     4.22  Amendment No. 1, dated as of March 11, 1998 to Master Lease and
 Security Agreement, dated as of May 30, 1997 between Sumitomo Bank Leasing
 and Finance, Inc. and Rite Aid Realty Corp.

     4.23  Guaranty, dated as of May 30, 1997 from Rite Aid Corporation to
 Sumotomo Bank Leasing and Finance, Inc.

     4.24  Master Lease and Security Agreement, dated as of May 30, 1997,
 between Sumitomo Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

     4.25  Waiver No. 1 dated as of January 10, 2000 to Note Agreement dated
 as of September 30, 1996 (as previously amended pursuant to Amendment No. 1
 dated as of October 25, 1999 and Amendment No. 2 dated as of December 2,
 1999) among Finco, Inc., Rite Aid Corporation, The Prudential Life
 Insurance Company of America and PruCo Life Insurance Company and Waiver
 No. 1 dated as of January 10, 2000 to Guaranty Agreement dated as of
 September 30, 1996 (as previously amended pursuant to Amendment No. 1 dated
 as of October 25, 1999 and Amendment No. 2 dated as of December 2, 1999)
 among Finco, Inc., Rite Aid Corporation, The Prudential Life Insurance
 Company of America and PruCo Life Insurance Company.

     4.26  Amendment No. 2 dated as of December 2, 1999 to Note Agreement
 dated as of September 30, 1996 (as previously amended pursuant to Amendment
 No. 1 dated as of October 25, 1999) among Finco, Inc., Rite Aid
 Corporation, The Prudential Insurance Company of America and PruCo Life
 Insurance Company and Amendment No. 2 dated as of December 2, 1999 to
 Guaranty Agreement dated as of September 30, 1996 (as previously amended
 pursuant to Amendment No. 1 dated as of October 25, 1999) among Finco,
 Inc., Rite Aid Corporation, The Prudential Insurance Company of America and
 PruCo Life Insurance Company.

     4.27  Amendment No. 1 dated as of  October 25, 1999 to Note Agreement
 dated as of September 30, 1996 among Finco, Inc., Rite Aid Corporation, The
 Prudential Insurance Company of America and PruCo Life Insurance Company
 and Amendment No. 1 dated as of October 25, 1999 to Guaranty Agreement
 dated as of September 30, 1996 among Finco, Inc., Rite Aid Corporation, The
 Prudential Insurance Company of America and PruCo Life Insurance Company.

     4.28  Guaranty Agreement dated as of September 30, 1996 from Rite Aid
 Corporation to The Prudential Insurance Company of America and PruCo Life
 Insurance Company.

     4.29  Note Agreement dated as of September 30, 1996 among Finco, Inc.,
 The Prudential Insurance Company of America and PruCo Life Insurance
 Company.

     4.30  Amended and Restated Receivables Purchase Agreement dated as of
 January 11, 2000 among Rite Aid Funding LLC and Corporate Asset Funding
 Company, Inc. and Corporate Receivables Corporation and Citibank, N.A. and
 Citicorp North American, Inc, as agent for the Investors and the Banks, and
 Rite Aid Corporation, as Collection Agent.

     4.31  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and Robert G. Miller.

     4.32  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and Mary F. Sammons.

     4.33  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and David R. Jessick.

     4.34  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and John T. Standley.

     10.1  Employment Agreement by and between Rite Aid Corporation and
 Robert G. Miller, dated as of December 5, 1999.

     10.2  Employment Agreement by and between Rite Aid Corporation and
 Mary F. Sammons dated as of  December 5, 1999.

     10.3  Employment Agreement by and between Rite Aid Corporation and
 David R. Jessick, dated as of December 5, 1999.

     10.4  Employment Agreement by and between Rite Aid Corporation and
 John T. Standley, dated as of December 5, 1999.

     99.1  Press Release, dated January 11, 2000.




                                 SIGNATURE

           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: January 14, 2000          By: /s/ Elliott S. Gerson
                                      --------------------------------------
                                      Name:  Elliott S. Gerson
                                      Title: Senior Executive Vice President
                                             and General Counsel




                             EXHIBIT INDEX

 Exhibit
 Number                     Description
 -------                    -----------
 4.1       Waiver dated as of January 11, 2000 to the Amended and
           Restated Credit Agreement dated as of October 25, 1999 and
           amended as of December 2, 1999 among Rite Aid Corporation, the
           Banks party thereto and Morgan Guaranty Trust Company of New
           York, as Agent.

 4.2       Amendment dated as of December 2, 1999 to the Amended and
           Restated Credit Agreement dated as of October 25, 1999 among
           Rite Aid Corporation, the Banks party thereto and Morgan
           Guaranty Trust Company of New York, as Agent.

 4.3       Waiver dated as of January 11, 2000 to the Term Loan Agreement
           dated as of October 25, 1999 among Rite Aid Corporation, the
           Banks party thereto and Morgan Guaranty Trust Company of New
           York, as Administrative Agent.

 4.4       Amendment dated as of December 2, 1999 to the Term Loan
           Agreement dated as of October 25, 1999 among Rite Aid
           Corporation, the Banks party thereto and Morgan Guaranty Trust
           Company of New York, as Administrative Agent.

 4.5       Waiver dated as of January 11, 2000 to the Term Loan Agreement
           dated as of October 27, 1999 among Rite Aid Corporation, the
           Banks party thereto and Morgan Guaranty Trust Company of New
           York, as Administrative Agent.

 4.6       Term Loan Agreement dated as of October 27, 1999 among Rite
           Aid Corporation, the Banks party thereto and Morgan Guaranty
           Trust Company of New York, as Administrative Agent.

 4.7       Waiver dated as of January 11, 2000 to Guaranty dated as of
           March 19, 1998, as amended by Amendment No. 1, dated as of
           June 22, 1998, and as further amended by Amendment No. 2,
           dated as of October 25, 1999, and as further amended by
           Amendment No. 3, dated as of December 2, 1999 between Rite Aid
           Corporation and RAC Leasing LLC.

 4.8       Amendment No. 3, dated as of December 23, 1999 to Master Lease
           and Security Agreement, dated as of March 19, 1998, (as
           amended by Amendment No. 1, dated as of June 22, 1998, and
           Amendment No. 2 dated as of October 25, 1999) between RAC
           Leasing LLC and Rite Aid Realty Corp.

 4.9       Amendment No. 3 dated as of December 2, 1999 to Guaranty dated
           as of March 19, 1998, as amended by Amendment No. 1, dated as
           of June 22, 1998, and as further amended by Amendment No. 2,
           dated as of October 25, 1999, from Rite Aid Corporation to RAC
           Leasing LLC.

 4.10      Amendment No. 2 dated as of October 25, 1999 to Guaranty dated
           March 19, 1998 (as amended by Amendment No. 1, dated as of
           June 22, 1998) from Rite Aid Corporation to RAC Leasing LLC.

 4.11      Amendment No. 1 dated as of June 22, 1998, to Guaranty dated
           March 19, 1998, from Rite Aid Corporation to RAC Leasing LLC.

 4.12      Amendment No. 2 dated as of October 25, 1999 to Master Lease
           and Security Agreement, dated as of March 19, 1998 (as amended
           by Amendment No. 1, dated as of June 22, 1998) between RAC
           Leasing LLC and Rite Aid Realty Corp.

 4.13      Amendment No. 1 dated as of June 22, 1998 to Master Lease and
           Security Agreement, dated as of March 19, 1998 between RAC
           Leasing LLC and Rite Aid Realty Corp.

 4.14      Guaranty, dated as of March 19, 1998, from Rite Aid
           Corporation to RAC Leasing LLC.

 4.15      Master Lease and Security Agreement, dated as of March 19,
           1998, between RAC Leasing LLC and Rite Aid Realty Corp.

 4.16      Waiver dated as of January 11, 2000 to Guaranty dated as of
           May 30, 1997, as amended by Amendment No. 1, dated as of
           October 25, 1999, and as further amended by Amendment No. 2,
           dated as of December 2, 1999 between Rite Aid Corporation and
           Sumitomo Bank Leasing and Finance, Inc.

 4.17      Amendment No. 2 dated as of December 2, 1999 to Guaranty dated
           as of May 30, 1997, as amended by Amendment No. 1, dated as of
           October 25, 1999, from Rite Aid Corporation to Sumotomo Bank
           Leasing and Finance, Inc.

 4.18      Amendment No. 1 dated as of October 25, 1999 to Guaranty dated
           as of May 30, 1997 from Rite Aid Corporation to Sumotomo Bank
           Leasing and Finance, Inc.

 4.19      Amendment No. 4, dated as of October 25, 1999 to Master Lease
           and Security Agreement, dated as of May 30, 1997, as amended
           by Amendment No. 1, dated as of March 11, 1998, and as further
           amended by Amendment No. 2, dated as of June 22, 1998, and as
           further amended by Amendment No. 3, dated as of May 26, 1999
           between Sumitomo Bank Leasing and Finance, Inc. and Rite Aid
           Realty Corp.

 4.20      Amendment No. 3, dated as of May 26, 1999, to Master Lease and
           Security Agreement, dated as of May 30, 1997, (as amended by
           Amendment No. 1, dated as of March 11, 1998, as further
           amended by Amendment No. 2, dated as of June 22, 1998) between
           Sumitomo Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

 4.21      Amendment No. 2, dated as of June 22, 1998 to Master Lease and
           Security Agreement, dated as of May 30, 1997, as amended by
           Amendment No. 1 to Master Lease and Security Agreement, dated as
           of March 11, 1998 between Sumitomo Bank Leasing and Finance, Inc.
           and Rite Aid Realty Corp.

 4.22      Amendment No. 1, dated as of March 11, 1998 to Master Lease and
           Security Agreement, dated as of May 30, 1997 between Sumitomo
           Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

 4.23      Guaranty, dated as of May 30, 1997 from Rite Aid Corporation to
           Sumotomo Bank Leasing and Finance, Inc.

 4.24      Master Lease and Security Agreement, dated as of May 30, 1997,
           between Sumitomo Bank Leasing and Finance, Inc. and Rite Aid
           Realty Corp.

 4.25      Waiver No. 1 dated as of January 10, 2000 to Note Agreement dated
           as of September 30, 1996 (as previously amended pursuant to
           Amendment No. 1 dated as of October 25, 1999 and Amendment No. 2
           dated as of December 2, 1999) among Finco, Inc., Rite Aid
           Corporation, The Prudential Life Insurance Company of America and
           PruCo Life Insurance Company and Waiver No. 1 dated as of January
           10, 2000 to Guaranty Agreement dated as of September 30, 1996 (as
           previously amended pursuant to Amendment No. 1 dated as of
           October 25, 1999 and Amendment No. 2 dated as of December 2,
           1999) among Finco, Inc., Rite Aid Corporation, The Prudential
           Life Insurance Company of America and PruCo Life Insurance
           Company.

 4.26      Amendment No. 2 dated as of December 2, 1999 to Note Agreement
           dated as of September 30, 1996 (as previously amended pursuant to
           Amendment No. 1 dated as of October 25, 1999) among Finco, Inc.,
           Rite Aid Corporation, The Prudential Insurance Company of America
           and PruCo Life Insurance Company and Amendment No. 2 dated as of
           December 2, 1999 to Guaranty Agreement dated as of September 30,
           1996 (as previously amended pursuant to Amendment No. 1 dated as
           of October 25, 1999) among Finco, Inc., Rite Aid Corporation, The
           Prudential Insurance Company of America and PruCo Life Insurance
           Company.

 4.27      Amendment No. 1 dated as of  October 25, 1999 to Note Agreement
           dated as of September 30, 1996 among Finco, Inc., Rite Aid
           Corporation, The Prudential Insurance Company of America and
           PruCo Life Insurance Company and Amendment No. 1 dated as of
           October 25, 1999 to Guaranty Agreement dated as of September 30,
           1996 among Finco, Inc., Rite Aid Corporation, The Prudential
           Insurance Company of America and PruCo Life Insurance Company.

 4.28      Guaranty Agreement dated as of September 30, 1996 from Rite Aid
           Corporation to The Prudential Insurance Company of America and
           PruCo Life Insurance Company.

 4.29      Note Agreement dated as of September 30, 1996 among Finco, Inc.,
           The Prudential Insurance Company of America and PruCo Life
           Insurance Company.

 4.30      Amended and Restated Receivables Purchase Agreement dated as of
           January 11, 2000 among Rite Aid Funding LLC and Corporate Asset
           Funding Company, Inc. and Corporate Receivables Corporation and
           Citibank, N.A. and Citicorp North American, Inc, as agent for the
           Investors and the Banks, and Rite Aid Corporation, as Collection
           Agent.

 4.31      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and Robert G. Miller.

 4.32      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and Mary F. Sammons.

 4.33      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and David R. Jessick.

 4.34      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and John T. Standley.

 10.1      Employment Agreement by and between Rite Aid Corporation and
           Robert G. Miller, dated as of December 5, 1999.

 10.2      Employment Agreement by and between Rite Aid Corporation and Mary
           F. Sammons dated as of  December 5, 1999.

 10.3      Employment Agreement by and between Rite Aid Corporation and
           David R. Jessick, dated as of December 5, 1999.

 10.4      Employment Agreement by and between Rite Aid Corporation and John
           T. Standley, dated as of December 5, 1999.

 99.1      Press Release, dated January 11, 2000.
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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

                              December 2, 1999
                     (Date of earliest event reported)

                           RITE AID CORPORATION.
           (Exact Name of Registrant as Specified in its Charter)

           Delaware               1-5742              23-1614034
        (State or Other        (Commission          (IRS Employer
        Jurisdiction of        File Number)         Identification
        Incorporation)                                   Number)

              30 Hunter Lane, Camp Hill, Pennsylvania  17011
            (Address of Principal Offices, including zip code)

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

 ITEM 5.        OTHER EVENTS

      AGREEMENTS WITH LENDERS

           The company issued a press release on January 11, 2000 disclosing
 certain agreements reached with its lenders under its credit facilities and
 other financing arrangements.  In December 1999, the company reached
 agreements with its lenders to modify certain financial covenants in its
 credit facilities and other financing arrangements, effective as of
 December 2, 1999.  The press release and agreements with lenders are
 attached hereto as exhibits and incorporated herein by reference.

      EMPLOYMENT AGREEMENTS

           The company has entered into employment agreements, dated as of
 December 5, 1999 (the "Agreements"), with Robert G. Miller, Mary F.
 Sammons, David R. Jessick and John T. Standley (collectively, the
 "Executives") to employ such persons as Chairman of the Board of Directors
 and Chief Executive Officer, President and Chief Operating Officer, Senior
 Executive Vice President and Chief Administrative Officer and Executive
 Vice President and Chief  Financial Officer, respectively.  Pursuant to the
 Agreements, the Executives were granted options to purchase shares of  the
 company's common stock (the "Common Stock") and shares of restricted Common
 Stock.  The agreements are attached hereto as exhibits and incorporated
 herein by reference.

 ITEM 7.     EXHIBITS

     4.1  Waiver dated as of January 11, 2000 to the Amended and Restated
 Credit Agreement dated as of October 25, 1999 and amended as of December 2,
 1999 among Rite Aid Corporation, the Banks party thereto and Morgan
 Guaranty Trust Company of New York, as Agent.

     4.2  Amendment dated as of December 2, 1999 to the Amended and Restated
 Credit Agreement dated as of October 25, 1999 among Rite Aid Corporation,
 the Banks party thereto and Morgan Guaranty Trust Company of New York, as
 Agent.

     4.3  Waiver dated as of January 11, 2000 to the Term Loan Agreement
 dated as of October 25, 1999 among Rite Aid Corporation, the Banks party
 thereto and Morgan Guaranty Trust Company of New York, as Administrative
 Agent.

     4.4  Amendment dated as of December 2, 1999 to the Term Loan Agreement
 dated as of October 25, 1999 among Rite Aid Corporation, the Banks party
 thereto and Morgan Guaranty Trust Company of New York, as Administrative
 Agent.

     4.5  Waiver dated as of January 11, 2000 to the Term Loan Agreement
 dated as of October 27, 1999 among Rite Aid Corporation, the Banks party
 thereto and Morgan Guaranty Trust Company of New York, as Administrative
 Agent.

     4.6  Term Loan Agreement dated as of October 27, 1999 among Rite Aid
 Corporation, the Banks party thereto and Morgan Guaranty Trust Company of
 New York, as Administrative Agent.

     4.7  Waiver dated as of January 11, 2000 to Guaranty dated as of March
 19, 1998, as amended by Amendment No. 1, dated as of June 22, 1998, and as
 further amended by Amendment No. 2, dated as of October 25, 1999, and as
 further amended by Amendment No. 3, dated as of December 2, 1999 between
 Rite Aid Corporation and RAC Leasing LLC.

     4.8  Amendment No. 3, dated as of December 23, 1999 to Master Lease and
 Security Agreement, dated as of March 19, 1998, (as amended by Amendment
 No. 1, dated as of June 22, 1998, and Amendment No. 2 dated as of October
 25, 1999) between RAC Leasing LLC and Rite Aid Realty Corp.

     4.9  Amendment No. 3 dated as of December 2, 1999 to Guaranty dated as
 of March 19, 1998, as amended by Amendment No. 1, dated as of June 22,
 1998, and as further amended by Amendment No. 2, dated as of October 25,
 1999, from Rite Aid Corporation to RAC Leasing LLC.

     4.10  Amendment No. 2 dated as of October 25, 1999 to Guaranty dated
 March 19, 1998 (as amended by Amendment No. 1, dated as of June 22, 1998)
 from Rite Aid Corporation to RAC Leasing LLC.

     4.11  Amendment No. 1 dated as of June 22, 1998, to Guaranty dated
 March 19, 1998, from Rite Aid Corporation to RAC Leasing LLC.

     4.12  Amendment No. 2 dated as of October 25, 1999 to Master Lease and
 Security Agreement, dated as of March 19, 1998 (as amended by Amendment No.
 1, dated as of June 22, 1998) between RAC Leasing LLC and Rite Aid Realty
 Corp.

     4.13  Amendment No. 1 dated as of June 22, 1998 to Master Lease and
 Security Agreement, dated as of March 19, 1998 between RAC Leasing LLC and
 Rite Aid Realty Corp.

     4.14  Guaranty, dated as of March 19, 1998, from Rite Aid Corporation
 to RAC Leasing LLC.

     4.15  Master Lease and Security Agreement, dated as of March 19, 1998,
 between RAC Leasing LLC and Rite Aid Realty Corp.

     4.16  Waiver dated as of January 11, 2000 to Guaranty dated as of
 May 30, 1997, as amended by Amendment No. 1, dated as of October 25, 1999,
 and as further amended by Amendment No. 2, dated as of December 2, 1999
 between Rite Aid Corporation and Sumitomo Bank Leasing and Finance, Inc.

     4.17  Amendment No. 2 dated as of December 2, 1999 to Guaranty dated as
 of May 30, 1997, as amended by Amendment No. 1, dated as of October 25,
 1999, from Rite Aid Corporation to Sumotomo Bank Leasing and Finance, Inc.

     4.18  Amendment No. 1 dated as of October 25, 1999 to Guaranty dated as
 of May 30, 1997 from Rite Aid Corporation to Sumotomo Bank Leasing and
 Finance, Inc.

     4.19  Amendment No. 4, dated as of October 25, 1999 to Master Lease and
 Security Agreement, dated as of May 30, 1997, as amended by Amendment No.
 1, dated as of March 11, 1998, and as further amended by Amendment No. 2,
 dated as of June 22, 1998, and as further amended by Amendment No. 3, dated
 as of May 26, 1999 between Sumitomo Bank Leasing and Finance, Inc. and Rite
 Aid Realty Corp.

     4.20  Amendment No. 3, dated as of May 26, 1999, to Master Lease and
 Security Agreement, dated as of May 30, 1997, (as amended by Amendment No.
 1, dated as of March 11, 1998, as further amended by Amendment No. 2, dated
 as of June 22, 1998) between Sumitomo Bank Leasing and Finance, Inc. and
 Rite  Aid Realty Corp.

     4.21  Amendment No. 2, dated as of June 22, 1998 to Master Lease and
 Security Agreement, dated as of May 30, 1997, as amended by Amendment No. 1
 to Master Lease and Security Agreement, dated as of March 11, 1998 between
 Sumitomo Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

     4.22  Amendment No. 1, dated as of March 11, 1998 to Master Lease and
 Security Agreement, dated as of May 30, 1997 between Sumitomo Bank Leasing
 and Finance, Inc. and Rite Aid Realty Corp.

     4.23  Guaranty, dated as of May 30, 1997 from Rite Aid Corporation to
 Sumotomo Bank Leasing and Finance, Inc.

     4.24  Master Lease and Security Agreement, dated as of May 30, 1997,
 between Sumitomo Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

     4.25  Waiver No. 1 dated as of January 10, 2000 to Note Agreement dated
 as of September 30, 1996 (as previously amended pursuant to Amendment No. 1
 dated as of October 25, 1999 and Amendment No. 2 dated as of December 2,
 1999) among Finco, Inc., Rite Aid Corporation, The Prudential Life
 Insurance Company of America and PruCo Life Insurance Company and Waiver
 No. 1 dated as of January 10, 2000 to Guaranty Agreement dated as of
 September 30, 1996 (as previously amended pursuant to Amendment No. 1 dated
 as of October 25, 1999 and Amendment No. 2 dated as of December 2, 1999)
 among Finco, Inc., Rite Aid Corporation, The Prudential Life Insurance
 Company of America and PruCo Life Insurance Company.

     4.26  Amendment No. 2 dated as of December 2, 1999 to Note Agreement
 dated as of September 30, 1996 (as previously amended pursuant to Amendment
 No. 1 dated as of October 25, 1999) among Finco, Inc., Rite Aid
 Corporation, The Prudential Insurance Company of America and PruCo Life
 Insurance Company and Amendment No. 2 dated as of December 2, 1999 to
 Guaranty Agreement dated as of September 30, 1996 (as previously amended
 pursuant to Amendment No. 1 dated as of October 25, 1999) among Finco,
 Inc., Rite Aid Corporation, The Prudential Insurance Company of America and
 PruCo Life Insurance Company.

     4.27  Amendment No. 1 dated as of  October 25, 1999 to Note Agreement
 dated as of September 30, 1996 among Finco, Inc., Rite Aid Corporation, The
 Prudential Insurance Company of America and PruCo Life Insurance Company
 and Amendment No. 1 dated as of October 25, 1999 to Guaranty Agreement
 dated as of September 30, 1996 among Finco, Inc., Rite Aid Corporation, The
 Prudential Insurance Company of America and PruCo Life Insurance Company.

     4.28  Guaranty Agreement dated as of September 30, 1996 from Rite Aid
 Corporation to The Prudential Insurance Company of America and PruCo Life
 Insurance Company.

     4.29  Note Agreement dated as of September 30, 1996 among Finco, Inc.,
 The Prudential Insurance Company of America and PruCo Life Insurance
 Company.

     4.30  Amended and Restated Receivables Purchase Agreement dated as of
 January 11, 2000 among Rite Aid Funding LLC and Corporate Asset Funding
 Company, Inc. and Corporate Receivables Corporation and Citibank, N.A. and
 Citicorp North American, Inc, as agent for the Investors and the Banks, and
 Rite Aid Corporation, as Collection Agent.

     4.31  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and Robert G. Miller.

     4.32  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and Mary F. Sammons.

     4.33  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and David R. Jessick.

     4.34  Rite Aid Corporation Restricted Stock and Stock Option Award
 Agreement, made as of December 5, 1999, by and between Rite Aid Corporation
 and John T. Standley.

     10.1  Employment Agreement by and between Rite Aid Corporation and
 Robert G. Miller, dated as of December 5, 1999.

     10.2  Employment Agreement by and between Rite Aid Corporation and
 Mary F. Sammons dated as of  December 5, 1999.

     10.3  Employment Agreement by and between Rite Aid Corporation and
 David R. Jessick, dated as of December 5, 1999.

     10.4  Employment Agreement by and between Rite Aid Corporation and
 John T. Standley, dated as of December 5, 1999.

     99.1  Press Release, dated January 11, 2000.

                                 SIGNATURE

           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: January 14, 2000          By: /s/ Elliott S. Gerson
                                      --------------------------------------
                                      Name:  Elliott S. Gerson
                                      Title: Senior Executive Vice President
                                             and General Counsel

                             EXHIBIT INDEX

 Exhibit
 Number                     Description
 -------                    -----------
 4.1       Waiver dated as of January 11, 2000 to the Amended and
           Restated Credit Agreement dated as of October 25, 1999 and
           amended as of December 2, 1999 among Rite Aid Corporation, the
           Banks party thereto and Morgan Guaranty Trust Company of New
           York, as Agent.

 4.2       Amendment dated as of December 2, 1999 to the Amended and
           Restated Credit Agreement dated as of October 25, 1999 among
           Rite Aid Corporation, the Banks party thereto and Morgan
           Guaranty Trust Company of New York, as Agent.

 4.3       Waiver dated as of January 11, 2000 to the Term Loan Agreement
           dated as of October 25, 1999 among Rite Aid Corporation, the
           Banks party thereto and Morgan Guaranty Trust Company of New
           York, as Administrative Agent.

 4.4       Amendment dated as of December 2, 1999 to the Term Loan
           Agreement dated as of October 25, 1999 among Rite Aid
           Corporation, the Banks party thereto and Morgan Guaranty Trust
           Company of New York, as Administrative Agent.

 4.5       Waiver dated as of January 11, 2000 to the Term Loan Agreement
           dated as of October 27, 1999 among Rite Aid Corporation, the
           Banks party thereto and Morgan Guaranty Trust Company of New
           York, as Administrative Agent.

 4.6       Term Loan Agreement dated as of October 27, 1999 among Rite
           Aid Corporation, the Banks party thereto and Morgan Guaranty
           Trust Company of New York, as Administrative Agent.

 4.7       Waiver dated as of January 11, 2000 to Guaranty dated as of
           March 19, 1998, as amended by Amendment No. 1, dated as of
           June 22, 1998, and as further amended by Amendment No. 2,
           dated as of October 25, 1999, and as further amended by
           Amendment No. 3, dated as of December 2, 1999 between Rite Aid
           Corporation and RAC Leasing LLC.

 4.8       Amendment No. 3, dated as of December 23, 1999 to Master Lease
           and Security Agreement, dated as of March 19, 1998, (as
           amended by Amendment No. 1, dated as of June 22, 1998, and
           Amendment No. 2 dated as of October 25, 1999) between RAC
           Leasing LLC and Rite Aid Realty Corp.

 4.9       Amendment No. 3 dated as of December 2, 1999 to Guaranty dated
           as of March 19, 1998, as amended by Amendment No. 1, dated as
           of June 22, 1998, and as further amended by Amendment No. 2,
           dated as of October 25, 1999, from Rite Aid Corporation to RAC
           Leasing LLC.

 4.10      Amendment No. 2 dated as of October 25, 1999 to Guaranty dated
           March 19, 1998 (as amended by Amendment No. 1, dated as of
           June 22, 1998) from Rite Aid Corporation to RAC Leasing LLC.

 4.11      Amendment No. 1 dated as of June 22, 1998, to Guaranty dated
           March 19, 1998, from Rite Aid Corporation to RAC Leasing LLC.

 4.12      Amendment No. 2 dated as of October 25, 1999 to Master Lease
           and Security Agreement, dated as of March 19, 1998 (as amended
           by Amendment No. 1, dated as of June 22, 1998) between RAC
           Leasing LLC and Rite Aid Realty Corp.

 4.13      Amendment No. 1 dated as of June 22, 1998 to Master Lease and
           Security Agreement, dated as of March 19, 1998 between RAC
           Leasing LLC and Rite Aid Realty Corp.

 4.14      Guaranty, dated as of March 19, 1998, from Rite Aid
           Corporation to RAC Leasing LLC.

 4.15      Master Lease and Security Agreement, dated as of March 19,
           1998, between RAC Leasing LLC and Rite Aid Realty Corp.

 4.16      Waiver dated as of January 11, 2000 to Guaranty dated as of
           May 30, 1997, as amended by Amendment No. 1, dated as of
           October 25, 1999, and as further amended by Amendment No. 2,
           dated as of December 2, 1999 between Rite Aid Corporation and
           Sumitomo Bank Leasing and Finance, Inc.

 4.17      Amendment No. 2 dated as of December 2, 1999 to Guaranty dated
           as of May 30, 1997, as amended by Amendment No. 1, dated as of
           October 25, 1999, from Rite Aid Corporation to Sumotomo Bank
           Leasing and Finance, Inc.

 4.18      Amendment No. 1 dated as of October 25, 1999 to Guaranty dated
           as of May 30, 1997 from Rite Aid Corporation to Sumotomo Bank
           Leasing and Finance, Inc.

 4.19      Amendment No. 4, dated as of October 25, 1999 to Master Lease
           and Security Agreement, dated as of May 30, 1997, as amended
           by Amendment No. 1, dated as of March 11, 1998, and as further
           amended by Amendment No. 2, dated as of June 22, 1998, and as
           further amended by Amendment No. 3, dated as of May 26, 1999
           between Sumitomo Bank Leasing and Finance, Inc. and Rite Aid
           Realty Corp.

 4.20      Amendment No. 3, dated as of May 26, 1999, to Master Lease and
           Security Agreement, dated as of May 30, 1997, (as amended by
           Amendment No. 1, dated as of March 11, 1998, as further
           amended by Amendment No. 2, dated as of June 22, 1998) between
           Sumitomo Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

 4.21      Amendment No. 2, dated as of June 22, 1998 to Master Lease and
           Security Agreement, dated as of May 30, 1997, as amended by
           Amendment No. 1 to Master Lease and Security Agreement, dated as
           of March 11, 1998 between Sumitomo Bank Leasing and Finance, Inc.
           and Rite Aid Realty Corp.

 4.22      Amendment No. 1, dated as of March 11, 1998 to Master Lease and
           Security Agreement, dated as of May 30, 1997 between Sumitomo
           Bank Leasing and Finance, Inc. and Rite Aid Realty Corp.

 4.23      Guaranty, dated as of May 30, 1997 from Rite Aid Corporation to
           Sumotomo Bank Leasing and Finance, Inc.

 4.24      Master Lease and Security Agreement, dated as of May 30, 1997,
           between Sumitomo Bank Leasing and Finance, Inc. and Rite Aid
           Realty Corp.

 4.25      Waiver No. 1 dated as of January 10, 2000 to Note Agreement dated
           as of September 30, 1996 (as previously amended pursuant to
           Amendment No. 1 dated as of October 25, 1999 and Amendment No. 2
           dated as of December 2, 1999) among Finco, Inc., Rite Aid
           Corporation, The Prudential Life Insurance Company of America and
           PruCo Life Insurance Company and Waiver No. 1 dated as of January
           10, 2000 to Guaranty Agreement dated as of September 30, 1996 (as
           previously amended pursuant to Amendment No. 1 dated as of
           October 25, 1999 and Amendment No. 2 dated as of December 2,
           1999) among Finco, Inc., Rite Aid Corporation, The Prudential
           Life Insurance Company of America and PruCo Life Insurance
           Company.

 4.26      Amendment No. 2 dated as of December 2, 1999 to Note Agreement
           dated as of September 30, 1996 (as previously amended pursuant to
           Amendment No. 1 dated as of October 25, 1999) among Finco, Inc.,
           Rite Aid Corporation, The Prudential Insurance Company of America
           and PruCo Life Insurance Company and Amendment No. 2 dated as of
           December 2, 1999 to Guaranty Agreement dated as of September 30,
           1996 (as previously amended pursuant to Amendment No. 1 dated as
           of October 25, 1999) among Finco, Inc., Rite Aid Corporation, The
           Prudential Insurance Company of America and PruCo Life Insurance
           Company.

 4.27      Amendment No. 1 dated as of  October 25, 1999 to Note Agreement
           dated as of September 30, 1996 among Finco, Inc., Rite Aid
           Corporation, The Prudential Insurance Company of America and
           PruCo Life Insurance Company and Amendment No. 1 dated as of
           October 25, 1999 to Guaranty Agreement dated as of September 30,
           1996 among Finco, Inc., Rite Aid Corporation, The Prudential
           Insurance Company of America and PruCo Life Insurance Company.

 4.28      Guaranty Agreement dated as of September 30, 1996 from Rite Aid
           Corporation to The Prudential Insurance Company of America and
           PruCo Life Insurance Company.

 4.29      Note Agreement dated as of September 30, 1996 among Finco, Inc.,
           The Prudential Insurance Company of America and PruCo Life
           Insurance Company.

 4.30      Amended and Restated Receivables Purchase Agreement dated as of
           January 11, 2000 among Rite Aid Funding LLC and Corporate Asset
           Funding Company, Inc. and Corporate Receivables Corporation and
           Citibank, N.A. and Citicorp North American, Inc, as agent for the
           Investors and the Banks, and Rite Aid Corporation, as Collection
           Agent.

 4.31      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and Robert G. Miller.

 4.32      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and Mary F. Sammons.

 4.33      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and David R. Jessick.

 4.34      Rite Aid Corporation Restricted Stock and Stock Option Award
           Agreement, made as of December 5, 1999, by and between Rite Aid
           Corporation and John T. Standley.

 10.1      Employment Agreement by and between Rite Aid Corporation and
           Robert G. Miller, dated as of December 5, 1999.

 10.2      Employment Agreement by and between Rite Aid Corporation and Mary
           F. Sammons dated as of  December 5, 1999.

 10.3      Employment Agreement by and between Rite Aid Corporation and
           David R. Jessick, dated as of December 5, 1999.

 10.4      Employment Agreement by and between Rite Aid Corporation and John
           T. Standley, dated as of December 5, 1999.

 99.1      Press Release, dated January 11, 2000.