<PAGE>   1
                                                    Registration No.____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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


                           GENOVESE DRUG STORES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              11-1556812
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                 80 Marcus Drive
                            Melville, New York 11747
           (Address of principal executive offices including zip code)

          GENOVESE DRUG STORES, INC. 1987 EXECUTIVE BONUS & STOCK PLAN
                            (Full title of the plan)


                                 DONALD W. GROSS
                                    Secretary
                           Genovese Drug Stores, Inc.
                                 80 Marcus Drive
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 420-1900
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================
                                                   Proposed              Proposed
       Title of                                     maximum               maximum
      securities              Amount               offering              aggregate             Amount of
         to be                 to be               price per             offering            registration
      registered            registered               share                 price                  fee
- ---------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                <C>                        <C>
    Class A Common
   Stock, par value
    $1.00 per share     250,000 shares (1)        $11.313 (2)        $2,828,250.00 (2)          $975.26
=========================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(b) under the Securities Act of 1933, such
         additional indeterminable number of shares of Class A Common Stock is
         hereby registered as may be required by reason of the anti-dilution
         provisions of the Genovese Drug Stores, Inc. 1987 Executive Bonus &
         Stock Plan.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate
         is made solely for the purpose of calculating the amount of the
         registration fee and is based on the average of the high and low prices
         of the Class A Common Stock on the American Stock Exchange on July 7,
         1995.


<PAGE>   2
                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents heretofore filed by Genovese Drug Stores,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:

            (1)   Annual Report of the Company on Form 10-K for the fiscal year
                  ended February 3, 1995;

            (2)   Quarterly Report of the Company on Form 10-Q for the fiscal
                  quarter ended May 26, 1995; and

            (3)   The description of the Company's Class A Common Stock, par
                  value $1.00 per share, contained in the Company's Registration
                  Statement filed pursuant to Section 12 of the Securities
                  Exchange Act of 1934 and any amendments and reports filed for
                  the purpose of updating that description.

            All documents that will be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing of this registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered under the Plan
have been sold or deregistering all securities then remaining unsold thereunder
will be deemed to be incorporated herein by reference and will be deemed to be a
part hereof from the date of filing thereof.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Gene L. Wexler, Vice President and General Counsel of the Company,
who is opining as to the validity of the securities being registered herewith,
received on March 7, 1995 an award of 2,199 shares of Class A Common Stock
previously registered under the 1987 Executive Bonus & Stock Plan.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Each person who is or was or has agreed to be a director or officer
of the Company or of any wholly-owned subsidiary of the Company (including the
heirs, executors, administrators or estate of such person), shall be indemnified
by the Company for the defense of, or in connection with, civil or criminal
actions or proceedings, or appeals therein, to the full extent permitted by the
General Corporation Law of the State of Delaware or any other applicable laws as
presently or hereafter in effect. The Company will advance expenses for any
director or officer's defense prior to a final disposition of a claim provided
such party executes an undertaking to repay advances from the Company if it is
ultimately determined that such party is not entitled to indemnity. Without
limiting the generality or the effect of the foregoing, the Company may enter
into one or more agreements with any person which provide for indemnification
greater or different than that provided in this paragraph.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                                      II-1


<PAGE>   3
ITEM 8.     EXHIBITS.

             4(a)   Restated Certificate of Incorporation of the Company, as
                    filed on June 27, 1995 with the Secretary of State of the
                    State of Delaware

              (b)   By-Laws of the Company, as amended (filed as Exhibit 4(b) to
                    the Company's Registration Statement No. 33-53529 on Form
                    S-8 filed on May 6, 1994 and incorporated herein by
                    reference)

              (c)   Genovese Drug Stores, Inc. 1987 Executive Bonus & Stock
                    Plan, as amended

             5      Opinion of Counsel

            23(a)   Consent of Independent Public Accountants

              (b)   Consent of Counsel (included in Exhibit 5)

            24      Powers of Attorney

ITEM 9.     UNDERTAKINGS

            (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2


<PAGE>   4
            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>   5
                                   SIGNATURES

                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING THIS REGISTRATION STATEMENT ON FORM S-8 AND
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MELVILLE, STATE OF NEW
YORK, ON THIS 10TH DAY OF JULY, 1995.

                                            GENOVESE DRUG STORES, INC.

                                            By:    /s/ Leonard Genovese
                                                -----------------------
                                                Leonard Genovese
                                                Chairman of the Board
                                                and President

                                      II-4
<PAGE>   6
            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
          Signature                         Title                         Date
          ---------                         -----                         ----

<S>                                 <C>                               <C>
*Leonard Genovese                   Chairman of the Board,            July 10, 1995
- ---------------------------         President and Director
 Leonard Genovese                   (Principal Executive
                                    Officer)

*Herbert J. Kett                    Vice Chairman                     July 10, 1995
- ---------------------------         and Director
 Herbert J. Kett

*Allan Patrick                      Executive Vice President          July 10, 1995
- ---------------------------         and Director
 Allan Patrick


*Jerome Stengel                     Vice President,                   July 10, 1995
- ---------------------------         Treasurer and Chief
 Jerome Stengel                     Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)

*Frances Genovese Wangberg          Director                          July 10, 1995
- ---------------------------
 Frances Genovese Wangberg

*William J. McKenna                 Director                          July 10, 1995
- ---------------------------
 William J. McKenna

*Charles Hayward                    Director                          July 10, 1995
- ---------------------------
 Charles Hayward

*Abraham Allen                      Director                          July 10, 1995
- ---------------------------
 Abraham Allen

*Thomas M. Cooney                   Director                          July 10, 1995
- ---------------------------
 Thomas M. Cooney

*Thomas J. Moran                    Director                          July 10, 1995
- ---------------------------
 Thomas J. Moran
</TABLE>

                                      II-5
<PAGE>   7
*    THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON BEHALF OF THE ABOVE-NAMED
     DIRECTORS AND OFFICERS OF THE COMPANY BY LEONARD GENOVESE, CHAIRMAN OF THE
     BOARD AND PRESIDENT OF THE COMPANY, AS ATTORNEY-IN-FACT PURSUANT TO POWERS
     OF ATTORNEY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS EXHIBIT 24
     TO THIS REGISTRATION STATEMENT.

DATED:  July 10, 1995                              By:    /s/ Leonard Genovese
                                                       -----------------------
                                                       Leonard Genovese
                                                       Attorney-in-Fact
                                      II-6
<PAGE>   8
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                             Page Number
  Exhibit                                                                                  in Sequentially
  Number                                    Exhibit Description                             Numbered Copy
  -------                                   -------------------                            ---------------
<S>                <C>                                                                     <C>
   4(a)            Restated Certificate of Incorporation of the Company

   4(b)            By-Laws of the Company, as amended (filed as Exhibit 4(b) to the
                   Company's Registration Statement No. 33-53529 on Form S-8 filed on
                   May 6, 1994 and incorporated herein by reference)

   4(c)            Genovese Drug Stores, Inc. 1987 Executive Bonus & Stock Plan, as
                   amended

   5               Opinion of Counsel

  23(a)            Consent of Independent Public Accountants

  23(b)            Consent of Counsel (included in Exhibit 5)

  24               Powers of Attorney
</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "GENOVESE DRUG STORES, INC.", "secsgml_size_bytes": 16420}]
{"company-data": {"conformed-name": "GENOVESE DRUG STORES INC", "cik": "0000040970", "assigned-sic": "5912", "irs-number": "111556812", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60985", "film-number": "95553425"}, "business-address": {"street1": "80 MARCUS DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5164201900X216"}, "mail-address": {"street1": "3500 ONE PEACHTREE CENTER", "street2": "303 PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30308"}}
1
                                                    Registration No.____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                           GENOVESE DRUG STORES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              11-1556812
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                 80 Marcus Drive
                            Melville, New York 11747
           (Address of principal executive offices including zip code)

          GENOVESE DRUG STORES, INC. 1987 EXECUTIVE BONUS & STOCK PLAN
                            (Full title of the plan)

                                 DONALD W. GROSS
                                    Secretary
                           Genovese Drug Stores, Inc.
                                 80 Marcus Drive
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 420-1900
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                   Proposed              Proposed
       Title of                                     maximum               maximum
      securities              Amount               offering              aggregate             Amount of
         to be                 to be               price per             offering            registration
      registered            registered               share                 price                  fee
- ---------------------------------------------------------------------------------------------------------
Class A Common
   Stock, par value
    $1.00 per share     250,000 shares (1)        $11.313 (2)        $2,828,250.00 (2)          $975.26
=========================================================================================================
(1)      Pursuant to Rule 416(b) under the Securities Act of 1933, such
         additional indeterminable number of shares of Class A Common Stock is
         hereby registered as may be required by reason of the anti-dilution
         provisions of the Genovese Drug Stores, Inc. 1987 Executive Bonus &
         Stock Plan.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate
         is made solely for the purpose of calculating the amount of the
         registration fee and is based on the average of the high and low prices
         of the Class A Common Stock on the American Stock Exchange on July 7,
         1995.
2
                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents heretofore filed by Genovese Drug Stores,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:

            (1)   Annual Report of the Company on Form 10-K for the fiscal year
                  ended February 3, 1995;

            (2)   Quarterly Report of the Company on Form 10-Q for the fiscal
                  quarter ended May 26, 1995; and

            (3)   The description of the Company's Class A Common Stock, par
                  value $1.00 per share, contained in the Company's Registration
                  Statement filed pursuant to Section 12 of the Securities
                  Exchange Act of 1934 and any amendments and reports filed for
                  the purpose of updating that description.

            All documents that will be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing of this registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered under the Plan
have been sold or deregistering all securities then remaining unsold thereunder
will be deemed to be incorporated herein by reference and will be deemed to be a
part hereof from the date of filing thereof.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Gene L. Wexler, Vice President and General Counsel of the Company,
who is opining as to the validity of the securities being registered herewith,
received on March 7, 1995 an award of 2,199 shares of Class A Common Stock
previously registered under the 1987 Executive Bonus & Stock Plan.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Each person who is or was or has agreed to be a director or officer
of the Company or of any wholly-owned subsidiary of the Company (including the
heirs, executors, administrators or estate of such person), shall be indemnified
by the Company for the defense of, or in connection with, civil or criminal
actions or proceedings, or appeals therein, to the full extent permitted by the
General Corporation Law of the State of Delaware or any other applicable laws as
presently or hereafter in effect. The Company will advance expenses for any
director or officer's defense prior to a final disposition of a claim provided
such party executes an undertaking to repay advances from the Company if it is
ultimately determined that such party is not entitled to indemnity. Without
limiting the generality or the effect of the foregoing, the Company may enter
into one or more agreements with any person which provide for indemnification
greater or different than that provided in this paragraph.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                                      II-1
3
ITEM 8.     EXHIBITS.

             4(a)   Restated Certificate of Incorporation of the Company, as
                    filed on June 27, 1995 with the Secretary of State of the
                    State of Delaware

              (b)   By-Laws of the Company, as amended (filed as Exhibit 4(b) to
                    the Company's Registration Statement No. 33-53529 on Form
                    S-8 filed on May 6, 1994 and incorporated herein by
                    reference)

              (c)   Genovese Drug Stores, Inc. 1987 Executive Bonus & Stock
                    Plan, as amended

             5      Opinion of Counsel

            23(a)   Consent of Independent Public Accountants

              (b)   Consent of Counsel (included in Exhibit 5)

            24      Powers of Attorney

ITEM 9.     UNDERTAKINGS

            (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
4
            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
5
                                   SIGNATURES

                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING THIS REGISTRATION STATEMENT ON FORM S-8 AND
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MELVILLE, STATE OF NEW
YORK, ON THIS 10TH DAY OF JULY, 1995.

                                            GENOVESE DRUG STORES, INC.

                                            By:    /s/ Leonard Genovese
                                                -----------------------
                                                Leonard Genovese
                                                Chairman of the Board
                                                and President

                                      II-4
6
            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature                         Title                         Date
          ---------                         -----                         ----
*Leonard Genovese                   Chairman of the Board,            July 10, 1995
- ---------------------------         President and Director
 Leonard Genovese                   (Principal Executive
                                    Officer)

*Herbert J. Kett                    Vice Chairman                     July 10, 1995
- ---------------------------         and Director
 Herbert J. Kett

*Allan Patrick                      Executive Vice President          July 10, 1995
- ---------------------------         and Director
 Allan Patrick

*Jerome Stengel                     Vice President,                   July 10, 1995
- ---------------------------         Treasurer and Chief
 Jerome Stengel                     Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)

*Frances Genovese Wangberg          Director                          July 10, 1995
- ---------------------------
 Frances Genovese Wangberg

*William J. McKenna                 Director                          July 10, 1995
- ---------------------------
 William J. McKenna

*Charles Hayward                    Director                          July 10, 1995
- ---------------------------
 Charles Hayward

*Abraham Allen                      Director                          July 10, 1995
- ---------------------------
 Abraham Allen

*Thomas M. Cooney                   Director                          July 10, 1995
- ---------------------------
 Thomas M. Cooney

*Thomas J. Moran                    Director                          July 10, 1995
- ---------------------------
 Thomas J. Moran
II-5
7
*    THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON BEHALF OF THE ABOVE-NAMED
     DIRECTORS AND OFFICERS OF THE COMPANY BY LEONARD GENOVESE, CHAIRMAN OF THE
     BOARD AND PRESIDENT OF THE COMPANY, AS ATTORNEY-IN-FACT PURSUANT TO POWERS
     OF ATTORNEY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS EXHIBIT 24
     TO THIS REGISTRATION STATEMENT.

DATED:  July 10, 1995                              By:    /s/ Leonard Genovese
                                                       -----------------------
                                                       Leonard Genovese
                                                       Attorney-in-Fact
                                      II-6
8
                                  EXHIBIT INDEX
Page Number
  Exhibit                                                                                  in Sequentially
  Number                                    Exhibit Description                             Numbered Copy
  -------                                   -------------------                            ---------------
4(a)            Restated Certificate of Incorporation of the Company

   4(b)            By-Laws of the Company, as amended (filed as Exhibit 4(b) to the
                   Company's Registration Statement No. 33-53529 on Form S-8 filed on
                   May 6, 1994 and incorporated herein by reference)

   4(c)            Genovese Drug Stores, Inc. 1987 Executive Bonus & Stock Plan, as
                   amended

   5               Opinion of Counsel

  23(a)            Consent of Independent Public Accountants

  23(b)            Consent of Counsel (included in Exhibit 5)

  24               Powers of Attorney
II-7