<PAGE>
      As filed with the Securities and Exchange Commission on June 6, 1995

                                               Registration Statement No. 33-___

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                       ___________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                       ___________________________________

                          LONGS DRUG STORES CORPORATION
             (Exact name of registrant as specified in its charter)

                Maryland                                      68-0048627
      (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                     Identification No.)



              141 North Civic Drive, Walnut Creek, California 94596
              (Address of Principal Executive Offices)  (Zip Code)

                          Longs Drug Stores Corporation
                       Deferred Compensation Plan of 1995
                            (Full title of the plan)

               Orlo D. Jones, Senior Vice President and Secretary
                          Longs Drug Stores Corporation
                              141 North Civic Drive
                         Walnut Creek, California  94596
                                  510-937-1170
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                                                Proposed
                                             Proposed           Maximum
 Title of Securities         Amount to be    Maximum            Aggregate           Amount of
 to be Registered            Registered      Offering Price     Offering Price      Registration Fee
- ------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>                <C>                 <C>
Deferred Compensation
Obligations                  $10,000,000       100%              $10,000,000            $3,449
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for the purpose of computing the registration fee.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:  (a) the
Issuer's Annual Report on Form 10-K for the fiscal year ended January 26, 1995,
and (b) the description of the Issuer's Common Stock contained in the Company's
Registration Statement on Form 8-A dated August 21, 1986, File No. 1-8978.

          All documents subsequently filed by the Issuer pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Under the Longs Drug Stores Corporation Deferred Compensation Plan of
1995 (the "Plan"), the Company will provide eligible employees the opportunity
to defer a specified percentage of their cash compensation.  The obligations of
the Company ultimately to pay such deferred amounts in accordance with the Plan
(the "Obligations") will be unsecured general obligations of the Company and
will rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.  The Company is a holding company, and
its right to participate in any distribution of the assets of any subsidiary
upon its liquidation or reorganization or otherwise is subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized.  Consequently,
the rights of participants in the Plan are subject to the prior claims of
creditors of the Company's subsidiary.

          The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee.  Each Obligation will be payable on a date selected by the
employee participant in accordance with the terms of the Plan.  The Obligations
will be indexed to one or more investment media individually chosen by each
employee participant from a list specified pursuant to the Plan.


                                       -1-
<PAGE>

Each employee participant's Obligation will be adjusted to reflect the
investment experience of the selected media, including any appreciation or
depreciation.  The Obligations will be denominated and be payable in United
States dollars.

          An employee participant's right or the right of any other person to
the Obligations cannot be transferred, pledged, or encumbered except by a
written designation of a beneficiary under the Plan.

          The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participating employees,
at the option of the Company or through operation of a mandatory or optional
sinking fund of analogous provision.  However, the Company reserves the right to
amend or terminate the Plan at any time, except that no such amendment or
termination shall reduce retroactively the right of an employee participant to
the balance of his or her deferred account as of the date of such amendment or
termination.

          The Obligations are not convertible into another security of the
Company.  The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company.  No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article Tenth, Section 9 of the Registrant's Amended Articles of
Incorporation provides for indemnification of directors and officers of the
Registrant as follows:

          The Corporation shall indemnify (a) its directors to the full
     extent provided by the general laws of the State of Maryland now or
     hereafter in force, including the advance of expenses under the
     procedures provided by such laws; (b) its officers to the same extent
     it shall indemnify its directors; and (c) its officers who are not
     directors to such further extent as shall be authorized by the Board
     of Directors and be consistent with law.  The foregoing


                                       -2-
<PAGE>

     shall not limit the authority of the Corporation to indemnify other
     employees and agents consistent with law.

          Article Tenth, Section 11 of the Registrant's Amended Articles of
Incorporation further provides:

          To the fullest extent permitted by Maryland statutory of
     decisional law, as amended or interpreted, no director or officer of
     this Corporation shall be personally liable to the Corporation or its
     stockholders for money damages.  No amendment of the Charter of the
     Corporation or repeal of any of its provisions shall limit or
     eliminate the benefits provided to directors and officers under this
     provision with respect to any act or omission which occurred prior to
     such amendment or repeal.

          Section 2-418 of the Maryland General Corporation Law provides as
follows:

          (a)  In this section the following words have the meanings
     indicated.

               (1)  "Director" means any person who is or was a director of
          a corporation and any person who, while a director of a
          corporation, is or was serving at the request of the corporation
          as a director, officer, partner, trustee, employee, or agent of
          another foreign or domestic corporation, partnership, joint
          venture, trust, other enterprise, or employee benefit plan.

               (2)  "Corporation" includes any domestic or foreign
          predecessor entity of a corporation in a merger, consolidation,
          or other transaction in which the predecessor's existence ceased
          upon consummation of the transaction.

               (3)  "Expenses" include attorney's fees.

               (4)  "Official capacity" means the following:

                    (i)  When used with respect to a director, the office
               of director in the corporation; and

                    (ii) When used with respect to a person other than a
               director as contemplated in


                                       -3-
<PAGE>
               subsection (j), the elective or appointive office in the
               corporation held by the officer, or the employment or agency
               relationship undertaken by the employee or agent in behalf of the
               corporation.

                    (iii)     "Official capacity" does not include service
               for any other foreign or domestic corporation or any
               partnership, joint venture, trust, other enterprise, or
               employee benefit plan.

               (5)  "Party" includes a person who was, is, or is threatened
          to be made a named defendant or respondent in a proceeding.

               (6)  "Proceeding" means any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal,
          administrative, or investigative.

          (b)  (1)  A corporation may indemnify any director made a party
     to any proceeding by reason of service in that capacity unless it is
     established that:

                    (i)  The act or omission of the director was material
               to the matter giving rise to the proceeding; and

                         1.   Was committed in bad faith; or

                         2.   Was the result of active and deliberate
               dishonesty; or

                    (ii) The director actually received an improper
               personal benefit in money, property, or services; or

                    (iii)     In the case of any criminal proceeding, the
               director had reasonable cause to believe that the act or
               omission was unlawful.

               (2)  (i)  Indemnification may be against judgments,
          penalties, fines, settlements, and reasonable expenses actually
          incurred by the director in connection with the proceeding.


                                       -4-
<PAGE>

                    (ii) However, if the proceeding was one by or in the
               right of the corporation, indemnification may not be made in
               respect of any proceeding in which the director shall have
               been adjudged to be liable to the corporation.

               (3)  (i)  The termination of any proceeding by judgment,
          order, or settlement does not create a presumption that the
          director did not meet the requisite standard of conduct set forth
          in this subsection.

                    (ii) However, if the proceeding was one by or in the
               right of the corporation, indemnification may not be made in
               respect of any proceeding in which the director shall have
               been adjudged to be liable to the corporation.

                    (iii)     The termination of any proceeding by
               conviction, a plea of nolo contendere or its equivalent, or
               any entry of an order of probation prior to judgment,
               creates a rebuttable presumption that the director did not
               meet that standard of conduct.

          (c)  A director may not be indemnified under subsection (b) of
     this section in respect of any proceeding charging improper personal
     benefit to the director, whether or not involving action in the
     director's official capacity, in which the director was adjudged to be
     liable on the basis that personal benefit was improperly received.

          (d)  Unless limited by the charter:

               (1)  A director who has been successful, on the merits or
          otherwise, in the defense of any proceeding referred to in
          subsection (b) of this section shall be indemnified against
          reasonable expenses incurred by the director in connection with
          the proceeding.


               (2)  A court of appropriate jurisdiction, upon application
          of a director and such notice as the court shall require, may
          order indemnification in the following circumstances:


                                       -5-
<PAGE>

                    (i)  If it determines a director is entitled to
               reimbursement under paragraph (1) of this subsection, the
               court shall order indemnification, in which case the
               director shall be entitled to recover the expenses of
               securing such reimbursement; or

                    (ii) If it determines that the director is fairly and
               reasonably entitled to indemnification in view of all the
               relevant circumstances, whether or not the director has met
               the standards of conduct set forth in subsection (b) of this
               section or has been adjudged liable under the circumstances
               described in subsection (c) of this section, the court may
               order such indemnification as the court shall deem proper.
               However, indemnification with respect to any proceeding by
               or in the right of the corporation or in which liability
               shall have been adjudged in the circumstances described in
               subsection (c) shall be limited to expenses.

               (3)  A court of appropriate jurisdiction may be the same
          court in which the proceeding involving the director's liability
          took place.

          (e)  (1)  Indemnification under subsection (b) of this section
     may not be made by the corporation unless authorized for a specific
     proceeding after a determination has been made that indemnification of
     the director is permissible in the circumstances because the director
     has met the standard of conduct set forth in subsection (b) of this
     section.

               (2)  Such determination shall be made:

                    (i)  By the Board of Directors by a majority vote of a
               quorum consisting of directors not, at the time, parties to
               the proceeding, or, if such a quorum cannot be obtained,
               then by a majority vote of a committee of the board
               consisting solely of two or more directors not, at the time,
               parties to such proceeding and who were duly designated to
               act in the matter by a majority vote of the full board in
               which the designated directors who are parties may
               participate:


                                       -6-
<PAGE>

                    (ii) By special legal counsel selected by the board of
               directors or a committee of the board by vote as set forth
               in subparagraph (i) of this paragraph, or, if the requisite
               quorum of the full board cannot be obtained therefor and the
               committee cannot be established, by a majority vote of the
               full board in which directors who are parties may
               participate; or

                    (iii)     By the stockholders.

               (3)  Authorization of indemnification and determination as
          to reasonableness of expenses shall be made in the same manner as
          the determination that indemnification is permissible.  However,
          if the determination that indemnification is permissible is made
          by special legal counsel, authorization of indemnification and
          determination as to reasonableness of expenses shall be made in
          the manner specified in subparagraph (ii) of paragraph (2) of
          this subsection for selection of such counsel.

               (4)  Shares held by directors who are parties to the
          proceeding may not be voted on the subject matter under this
          subsection.

          (f)  (1)  Reasonable expenses incurred by a director who is a
     party to a proceeding may be paid or reimbursed by the corporation in
     advance of the final disposition of the proceeding upon receipt by the
     corporation of:

                    (i)  A written affirmation by the director of the
               director's good faith belief that the standard of conduct
               necessary for indemnification by the corporation as
               authorized in this section has been met; and

                    (ii) A written undertaking by or on behalf of the
               director to repay the amount if it shall ultimately be
               determined that the standard of conduct has not been met.

               (2)  The undertaking required by subparagraph (ii) of
          paragraph (1) of this subsection shall be an unlimited


                                       -7-
<PAGE>

          general obligation of the director but need not be secured and may be
          accepted without reference to financial ability to make the repayment.

               (3)  Payments under this subsection shall be made as
          provided by the charter, bylaws, or contract or as specified in
          subsection (e) of this section.

          (g)  The indemnification and advancement of expenses, provided or
     authorized by this section may not be deemed exclusive of any other
     rights, by indemnification or otherwise, to which a director may be
     entitled under the charter, the bylaws, a resolution of stockholders
     or directors, an agreement or otherwise, both as to action in an
     official capacity and as to action in another capacity while holding
     such office.

          (h)  This section does not limit the corporation's power to pay
     or reimburse expenses incurred by a director in connection with an
     appearance as a witness in a proceeding at a time when the director
     has not been made a named defendant or respondent in the proceeding.

          (i)  For purposes of this section:

               (1)  The corporation shall be deemed to have requested a
          director to serve an employee benefit plan where the performance
          of the director's duties to the corporation also imposes duties
          on, or otherwise involves services by, the director to the plan
          or participants or beneficiaries of the plan;

               (2)  Excise taxes assessed on a director with respect to an
          employee benefit plan pursuant to applicable law shall be deemed
          fines; and

               (3)  Action taken or omitted by the director with respect to
          an employee benefit plan in the performance of the director's
          duties for a purpose reasonably believed by the director to be in
          the interest of the participants and beneficiaries of the plan
          shall be deemed to be for a purpose which is not opposed to the
          best interests of the corporation.


                                       -8-
<PAGE>

          (j)  Unless limited by the charter:

               (1)  An officer of the corporation shall be indemnified as
          and to the extent provided in subsection (d) of this section for
          a director and shall be entitled, to the same extent as a
          director, to seek indemnification pursuant to the provisions of
          subsection (d);

               (2)  A corporation may indemnify and advance expenses to an
          officer, employee, or agent of the corporation to the same extent
          that it may indemnify directors under this section; and

               (3)  A corporation, in addition, may indemnify and advance
          expenses to an officer, employee, or agent who is not a director
          to such further extent, consistent with law, as may be provided
          by its charter, bylaws, general or specific action of its board
          of directors, or contract.

          (k)  (1)  A corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee, or
     agent of the corporation, or who, while a director, officer, employee,
     or agent of the corporation, is or was serving at the request of the
     corporation as a director, officer, partner, trustee, employee, or
     agent of another foreign or domestic corporation, partnership, joint
     venture, trust, other enterprise, or employee benefit plan against any
     liability asserted against and incurred by such person in any such
     capacity or arising out of such person's position, whether or not the
     corporation would have the power to indemnify against liability under
     the provisions of this section.

               (2)  A corporation may provide similar protection, including
          a trust fund, letter of credit, or surety bond, not inconsistent
          with this section.

               (3)  The insurance or similar protection may be provided by
          a subsidiary or an affiliate of the corporation.

          (l)  Any indemnification of, or advance of expenses to, a
     director in accordance with this section, if arising out of a
     proceeding by or in the right of the corporation, shall be reported in
     writing to the stockholders with the notice of the next stockholders'
     meeting or prior to the meeting.


                                       -9-
<PAGE>

          As permitted under Subsection (k) of Section 2-418 of the Maryland
General Corporations Law, as set forth above, the Registrant has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the Registrant would have the power to indemnify such
persons under the provisions of Maryland law governing indemnification.

          There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number         Description of Document
- -------        -----------------------
4.1            Longs Drug Stores Corporation Deferred Compensation Plan of 1995.

5.1            Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
               Professional Corporation.

23.1           Independent Auditor's Consent of Deloitte & Touche.

23.2           Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
               Professional Corporation (included in Exhibit 5.1).

ITEM 9.  UNDERTAKINGS.

          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 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;


                                      -10-
<PAGE>

          (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; and

          (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.

          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 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.

          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.


                                      -11-
<PAGE>
                                   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
the requirements for filing 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 Walnut Creek, State of California, on June 6, 1995.

                         LONGS DRUG STORES CORPORATION



                         By   /s/ R.M. Long
                           -----------------------------------------------------
                              R.M. Long, Chairman of the Board
                              and Chief Executive Officer


          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 date indicated.



Signature                               Title                         Date
- ---------                               -----                         ----


/s/ R.M. Long               Chairman of the Board, Chief           June 6, 1995
- -------------------------   Executive Officer and Director
R.M. Long

/s/ C.E. Selland            Treasurer-(principal financial         June 6, 1995
- -------------------------   officer)
C.E. Selland

/s/ G.L. White              Vice President - Controller            June 6, 1995
- -------------------------   (principal accounting officer)
G.L. White

/s/ S.D. Roath              President and Director                 June 6, 1995
- -------------------------
S.D. Roath

                            Director                               June 6, 1995
- -------------------------
R.M. Brooks

/s/ W.G. Combs              Director                               June 6, 1995
- -------------------------
W.G. Combs

                            Director                               June 6, 1995
- -------------------------
D.G. DeSchane


                                      -12-
<PAGE>

Signature                               Title                         Date
- ---------                               -----                         ----

                            Director                               June 6, 1995
- -------------------------
E.E. Johnston

/s/ M.S. Metz               Director                               June 6, 1995
- -------------------------
M.S. Metz

/s/ R.A. Plomgren           Senior Vice President - Development    June 6, 1995
- -------------------------   and Director
R.A. Plomgren

                            Director                               June 6, 1995
- -------------------------
H.R. Somerset

/s/ T.R. Sweeney            Retired Vice President and Director    June 6, 1995
- -------------------------
T.R. Sweeney

                            Director                               June 6, 1995
- -------------------------
F.E. Trotter


                                      -13-
<PAGE>

                                  EXHIBIT LIST


     Exhibit
     Number     Description of Document
     ------     -----------------------

     4.1        Longs Drug Stores Corporation Deferred Compensation Plan of
                1995.

     5.1        Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
                Professional Corporation.

     23.1       Independent Auditor's Consent of Deloitte & Touche.

     23.2       Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
                Professional Corporation (included in Exhibit 5.1).






                                      -14-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8: 15 PAGES", "secsgml_size_bytes": 30799}]
{"company-data": {"conformed-name": "LONGS DRUG STORES CORP", "cik": "0000764762", "assigned-sic": "5912", "irs-number": "680048627", "state-of-incorporation": "MD", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60005", "film-number": "95545379"}, "business-address": {"street1": "141 N CIVIC DR", "city": "WALNUT CREEK", "state": "CA", "zip": "94596", "phone": "4159371170"}}
As filed with the Securities and Exchange Commission on June 6, 1995

                                               Registration Statement No. 33-___

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                       ___________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                       ___________________________________

                          LONGS DRUG STORES CORPORATION
             (Exact name of registrant as specified in its charter)

                Maryland                                      68-0048627
      (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                     Identification No.)

              141 North Civic Drive, Walnut Creek, California 94596
              (Address of Principal Executive Offices)  (Zip Code)

                          Longs Drug Stores Corporation
                       Deferred Compensation Plan of 1995
                            (Full title of the plan)

               Orlo D. Jones, Senior Vice President and Secretary
                          Longs Drug Stores Corporation
                              141 North Civic Drive
                         Walnut Creek, California  94596
                                  510-937-1170
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------
                                                                Proposed
                                             Proposed           Maximum
 Title of Securities         Amount to be    Maximum            Aggregate           Amount of
 to be Registered            Registered      Offering Price     Offering Price      Registration Fee
- ------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations                  $10,000,000       100%              $10,000,000            $3,449
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of computing the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:  (a) the
Issuer's Annual Report on Form 10-K for the fiscal year ended January 26, 1995,
and (b) the description of the Issuer's Common Stock contained in the Company's
Registration Statement on Form 8-A dated August 21, 1986, File No. 1-8978.

          All documents subsequently filed by the Issuer pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Under the Longs Drug Stores Corporation Deferred Compensation Plan of
1995 (the "Plan"), the Company will provide eligible employees the opportunity
to defer a specified percentage of their cash compensation.  The obligations of
the Company ultimately to pay such deferred amounts in accordance with the Plan
(the "Obligations") will be unsecured general obligations of the Company and
will rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.  The Company is a holding company, and
its right to participate in any distribution of the assets of any subsidiary
upon its liquidation or reorganization or otherwise is subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized.  Consequently,
the rights of participants in the Plan are subject to the prior claims of
creditors of the Company's subsidiary.

          The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee.  Each Obligation will be payable on a date selected by the
employee participant in accordance with the terms of the Plan.  The Obligations
will be indexed to one or more investment media individually chosen by each
employee participant from a list specified pursuant to the Plan.

                                       -1-
Each employee participant's Obligation will be adjusted to reflect the
investment experience of the selected media, including any appreciation or
depreciation.  The Obligations will be denominated and be payable in United
States dollars.

          An employee participant's right or the right of any other person to
the Obligations cannot be transferred, pledged, or encumbered except by a
written designation of a beneficiary under the Plan.

          The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participating employees,
at the option of the Company or through operation of a mandatory or optional
sinking fund of analogous provision.  However, the Company reserves the right to
amend or terminate the Plan at any time, except that no such amendment or
termination shall reduce retroactively the right of an employee participant to
the balance of his or her deferred account as of the date of such amendment or
termination.

          The Obligations are not convertible into another security of the
Company.  The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company.  No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article Tenth, Section 9 of the Registrant's Amended Articles of
Incorporation provides for indemnification of directors and officers of the
Registrant as follows:

          The Corporation shall indemnify (a) its directors to the full
     extent provided by the general laws of the State of Maryland now or
     hereafter in force, including the advance of expenses under the
     procedures provided by such laws; (b) its officers to the same extent
     it shall indemnify its directors; and (c) its officers who are not
     directors to such further extent as shall be authorized by the Board
     of Directors and be consistent with law.  The foregoing

                                       -2-
shall not limit the authority of the Corporation to indemnify other
     employees and agents consistent with law.

          Article Tenth, Section 11 of the Registrant's Amended Articles of
Incorporation further provides:

          To the fullest extent permitted by Maryland statutory of
     decisional law, as amended or interpreted, no director or officer of
     this Corporation shall be personally liable to the Corporation or its
     stockholders for money damages.  No amendment of the Charter of the
     Corporation or repeal of any of its provisions shall limit or
     eliminate the benefits provided to directors and officers under this
     provision with respect to any act or omission which occurred prior to
     such amendment or repeal.

          Section 2-418 of the Maryland General Corporation Law provides as
follows:

          (a)  In this section the following words have the meanings
     indicated.

               (1)  "Director" means any person who is or was a director of
          a corporation and any person who, while a director of a
          corporation, is or was serving at the request of the corporation
          as a director, officer, partner, trustee, employee, or agent of
          another foreign or domestic corporation, partnership, joint
          venture, trust, other enterprise, or employee benefit plan.

               (2)  "Corporation" includes any domestic or foreign
          predecessor entity of a corporation in a merger, consolidation,
          or other transaction in which the predecessor's existence ceased
          upon consummation of the transaction.

               (3)  "Expenses" include attorney's fees.

               (4)  "Official capacity" means the following:

                    (i)  When used with respect to a director, the office
               of director in the corporation; and

                    (ii) When used with respect to a person other than a
               director as contemplated in

                                       -3-
subsection (j), the elective or appointive office in the
               corporation held by the officer, or the employment or agency
               relationship undertaken by the employee or agent in behalf of the
               corporation.

                    (iii)     "Official capacity" does not include service
               for any other foreign or domestic corporation or any
               partnership, joint venture, trust, other enterprise, or
               employee benefit plan.

               (5)  "Party" includes a person who was, is, or is threatened
          to be made a named defendant or respondent in a proceeding.

               (6)  "Proceeding" means any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal,
          administrative, or investigative.

          (b)  (1)  A corporation may indemnify any director made a party
     to any proceeding by reason of service in that capacity unless it is
     established that:

                    (i)  The act or omission of the director was material
               to the matter giving rise to the proceeding; and

                         1.   Was committed in bad faith; or

                         2.   Was the result of active and deliberate
               dishonesty; or

                    (ii) The director actually received an improper
               personal benefit in money, property, or services; or

                    (iii)     In the case of any criminal proceeding, the
               director had reasonable cause to believe that the act or
               omission was unlawful.

               (2)  (i)  Indemnification may be against judgments,
          penalties, fines, settlements, and reasonable expenses actually
          incurred by the director in connection with the proceeding.

                                       -4-
(ii) However, if the proceeding was one by or in the
               right of the corporation, indemnification may not be made in
               respect of any proceeding in which the director shall have
               been adjudged to be liable to the corporation.

               (3)  (i)  The termination of any proceeding by judgment,
          order, or settlement does not create a presumption that the
          director did not meet the requisite standard of conduct set forth
          in this subsection.

                    (ii) However, if the proceeding was one by or in the
               right of the corporation, indemnification may not be made in
               respect of any proceeding in which the director shall have
               been adjudged to be liable to the corporation.

                    (iii)     The termination of any proceeding by
               conviction, a plea of nolo contendere or its equivalent, or
               any entry of an order of probation prior to judgment,
               creates a rebuttable presumption that the director did not
               meet that standard of conduct.

          (c)  A director may not be indemnified under subsection (b) of
     this section in respect of any proceeding charging improper personal
     benefit to the director, whether or not involving action in the
     director's official capacity, in which the director was adjudged to be
     liable on the basis that personal benefit was improperly received.

          (d)  Unless limited by the charter:

               (1)  A director who has been successful, on the merits or
          otherwise, in the defense of any proceeding referred to in
          subsection (b) of this section shall be indemnified against
          reasonable expenses incurred by the director in connection with
          the proceeding.

               (2)  A court of appropriate jurisdiction, upon application
          of a director and such notice as the court shall require, may
          order indemnification in the following circumstances:

                                       -5-
(i)  If it determines a director is entitled to
               reimbursement under paragraph (1) of this subsection, the
               court shall order indemnification, in which case the
               director shall be entitled to recover the expenses of
               securing such reimbursement; or

                    (ii) If it determines that the director is fairly and
               reasonably entitled to indemnification in view of all the
               relevant circumstances, whether or not the director has met
               the standards of conduct set forth in subsection (b) of this
               section or has been adjudged liable under the circumstances
               described in subsection (c) of this section, the court may
               order such indemnification as the court shall deem proper.
               However, indemnification with respect to any proceeding by
               or in the right of the corporation or in which liability
               shall have been adjudged in the circumstances described in
               subsection (c) shall be limited to expenses.

               (3)  A court of appropriate jurisdiction may be the same
          court in which the proceeding involving the director's liability
          took place.

          (e)  (1)  Indemnification under subsection (b) of this section
     may not be made by the corporation unless authorized for a specific
     proceeding after a determination has been made that indemnification of
     the director is permissible in the circumstances because the director
     has met the standard of conduct set forth in subsection (b) of this
     section.

               (2)  Such determination shall be made:

                    (i)  By the Board of Directors by a majority vote of a
               quorum consisting of directors not, at the time, parties to
               the proceeding, or, if such a quorum cannot be obtained,
               then by a majority vote of a committee of the board
               consisting solely of two or more directors not, at the time,
               parties to such proceeding and who were duly designated to
               act in the matter by a majority vote of the full board in
               which the designated directors who are parties may
               participate:

                                       -6-
(ii) By special legal counsel selected by the board of
               directors or a committee of the board by vote as set forth
               in subparagraph (i) of this paragraph, or, if the requisite
               quorum of the full board cannot be obtained therefor and the
               committee cannot be established, by a majority vote of the
               full board in which directors who are parties may
               participate; or

                    (iii)     By the stockholders.

               (3)  Authorization of indemnification and determination as
          to reasonableness of expenses shall be made in the same manner as
          the determination that indemnification is permissible.  However,
          if the determination that indemnification is permissible is made
          by special legal counsel, authorization of indemnification and
          determination as to reasonableness of expenses shall be made in
          the manner specified in subparagraph (ii) of paragraph (2) of
          this subsection for selection of such counsel.

               (4)  Shares held by directors who are parties to the
          proceeding may not be voted on the subject matter under this
          subsection.

          (f)  (1)  Reasonable expenses incurred by a director who is a
     party to a proceeding may be paid or reimbursed by the corporation in
     advance of the final disposition of the proceeding upon receipt by the
     corporation of:

                    (i)  A written affirmation by the director of the
               director's good faith belief that the standard of conduct
               necessary for indemnification by the corporation as
               authorized in this section has been met; and

                    (ii) A written undertaking by or on behalf of the
               director to repay the amount if it shall ultimately be
               determined that the standard of conduct has not been met.

               (2)  The undertaking required by subparagraph (ii) of
          paragraph (1) of this subsection shall be an unlimited

                                       -7-
general obligation of the director but need not be secured and may be
          accepted without reference to financial ability to make the repayment.

               (3)  Payments under this subsection shall be made as
          provided by the charter, bylaws, or contract or as specified in
          subsection (e) of this section.

          (g)  The indemnification and advancement of expenses, provided or
     authorized by this section may not be deemed exclusive of any other
     rights, by indemnification or otherwise, to which a director may be
     entitled under the charter, the bylaws, a resolution of stockholders
     or directors, an agreement or otherwise, both as to action in an
     official capacity and as to action in another capacity while holding
     such office.

          (h)  This section does not limit the corporation's power to pay
     or reimburse expenses incurred by a director in connection with an
     appearance as a witness in a proceeding at a time when the director
     has not been made a named defendant or respondent in the proceeding.

          (i)  For purposes of this section:

               (1)  The corporation shall be deemed to have requested a
          director to serve an employee benefit plan where the performance
          of the director's duties to the corporation also imposes duties
          on, or otherwise involves services by, the director to the plan
          or participants or beneficiaries of the plan;

               (2)  Excise taxes assessed on a director with respect to an
          employee benefit plan pursuant to applicable law shall be deemed
          fines; and

               (3)  Action taken or omitted by the director with respect to
          an employee benefit plan in the performance of the director's
          duties for a purpose reasonably believed by the director to be in
          the interest of the participants and beneficiaries of the plan
          shall be deemed to be for a purpose which is not opposed to the
          best interests of the corporation.

                                       -8-
(j)  Unless limited by the charter:

               (1)  An officer of the corporation shall be indemnified as
          and to the extent provided in subsection (d) of this section for
          a director and shall be entitled, to the same extent as a
          director, to seek indemnification pursuant to the provisions of
          subsection (d);

               (2)  A corporation may indemnify and advance expenses to an
          officer, employee, or agent of the corporation to the same extent
          that it may indemnify directors under this section; and

               (3)  A corporation, in addition, may indemnify and advance
          expenses to an officer, employee, or agent who is not a director
          to such further extent, consistent with law, as may be provided
          by its charter, bylaws, general or specific action of its board
          of directors, or contract.

          (k)  (1)  A corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee, or
     agent of the corporation, or who, while a director, officer, employee,
     or agent of the corporation, is or was serving at the request of the
     corporation as a director, officer, partner, trustee, employee, or
     agent of another foreign or domestic corporation, partnership, joint
     venture, trust, other enterprise, or employee benefit plan against any
     liability asserted against and incurred by such person in any such
     capacity or arising out of such person's position, whether or not the
     corporation would have the power to indemnify against liability under
     the provisions of this section.

               (2)  A corporation may provide similar protection, including
          a trust fund, letter of credit, or surety bond, not inconsistent
          with this section.

               (3)  The insurance or similar protection may be provided by
          a subsidiary or an affiliate of the corporation.

          (l)  Any indemnification of, or advance of expenses to, a
     director in accordance with this section, if arising out of a
     proceeding by or in the right of the corporation, shall be reported in
     writing to the stockholders with the notice of the next stockholders'
     meeting or prior to the meeting.

                                       -9-
As permitted under Subsection (k) of Section 2-418 of the Maryland
General Corporations Law, as set forth above, the Registrant has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the Registrant would have the power to indemnify such
persons under the provisions of Maryland law governing indemnification.

          There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number         Description of Document
- -------        -----------------------
4.1            Longs Drug Stores Corporation Deferred Compensation Plan of 1995.

5.1            Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
               Professional Corporation.

23.1           Independent Auditor's Consent of Deloitte & Touche.

23.2           Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
               Professional Corporation (included in Exhibit 5.1).

ITEM 9.  UNDERTAKINGS.

          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 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;

                                      -10-
(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; and

          (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.

          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 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.

          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.

                                      -11-
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
the requirements for filing 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 Walnut Creek, State of California, on June 6, 1995.

                         LONGS DRUG STORES CORPORATION

                         By   /s/ R.M. Long
                           -----------------------------------------------------
                              R.M. Long, Chairman of the Board
                              and Chief Executive Officer

          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 date indicated.

Signature                               Title                         Date
- ---------                               -----                         ----

/s/ R.M. Long               Chairman of the Board, Chief           June 6, 1995
- -------------------------   Executive Officer and Director
R.M. Long

/s/ C.E. Selland            Treasurer-(principal financial         June 6, 1995
- -------------------------   officer)
C.E. Selland

/s/ G.L. White              Vice President - Controller            June 6, 1995
- -------------------------   (principal accounting officer)
G.L. White

/s/ S.D. Roath              President and Director                 June 6, 1995
- -------------------------
S.D. Roath

                            Director                               June 6, 1995
- -------------------------
R.M. Brooks

/s/ W.G. Combs              Director                               June 6, 1995
- -------------------------
W.G. Combs

                            Director                               June 6, 1995
- -------------------------
D.G. DeSchane

                                      -12-
Signature                               Title                         Date
- ---------                               -----                         ----

                            Director                               June 6, 1995
- -------------------------
E.E. Johnston

/s/ M.S. Metz               Director                               June 6, 1995
- -------------------------
M.S. Metz

/s/ R.A. Plomgren           Senior Vice President - Development    June 6, 1995
- -------------------------   and Director
R.A. Plomgren

                            Director                               June 6, 1995
- -------------------------
H.R. Somerset

/s/ T.R. Sweeney            Retired Vice President and Director    June 6, 1995
- -------------------------
T.R. Sweeney

                            Director                               June 6, 1995
- -------------------------
F.E. Trotter

                                      -13-
EXHIBIT LIST

     Exhibit
     Number     Description of Document
     ------     -----------------------

     4.1        Longs Drug Stores Corporation Deferred Compensation Plan of
                1995.

     5.1        Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
                Professional Corporation.

     23.1       Independent Auditor's Consent of Deloitte & Touche.

     23.2       Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
                Professional Corporation (included in Exhibit 5.1).

                                      -14-