================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               Eckerd Corporation
             (Exact name of registrant as specified in its charter)

                              Delaware 13-3302437
            (State of Incorporation) (I.R.S. employer identification no.)

                             8333 Bryan Dairy Road
                              Largo, Florida 34647
              (Address of principal executive offices) (Zip Code)

           1995 Stock Option and Incentive Plan of Eckerd Corporation
                            (Full title of the plan)

                            Robert E. Lewis, Esquire
                         Vice President/General Counsel
                             8333 Bryan Dairy Road
                              Largo, Florida 34647
                                 (813) 399-6000
           (Name, address and telephone number, including area code,
                             of agent for service)
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                        Proposed Maximum      Proposed Maximum
                                        Offering Price Per    Aggregate Offering
Title of Securities    Amount to be     Share (1)(2)          Price (2)             Amount of
to be Registered       Registered                                                   Registration Fee
=====================================================================================================
<S>                   <C>               <C>                  <C>                   <C> 
Common Stock, par
value $.01             2,000,000         $31.25               $62,500,000           $21,552
per share
====================================================================================================
1)   Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as amended, on the
     basis of the  average of the high and low sale prices for a share of Common
     Stock on the New York Stock Exchange on June 8, 1995.

2)   Estimated solely for the purpose of calculating the registration fee.

3)   Plus such  additional  number of shares of Common  Stock as may be issuable
     pursuant  to the  antidilution  provisions  of the 1995  Stock  Option  and
     Incentive Plan.
====================================================================================================
</TABLE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

Item 2.           Registrant Information and Employee Plan Annual Information.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents By Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by the registrant,  Eckerd Corporation, a Delaware
corporation  (the  "Company")  (File No.  1-4844),  pursuant  to the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
reference in this registration statement.

(1)The Company's Annual Report on Form 10-K405 for the fiscal year ended January
28, 1995;

(2) The description of the common stock, par value $.01 per share, of
the  Company  (the  "Common  Stock")  set  forth  as  Item 1 under  the  caption
"Description of Securities" in the Company's Registration Statement on Form 8-A,
dated July 14,  1993,  as amended by  Amendment  No. 1 thereto,  dated August 5,
1993, filed pursuant to Section 12(b) of the Exchange Act and declared effective
by the Commission on August 5, 1993, including any amendment or report filed for
the purpose of updating such information.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement 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  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration statement to the extent that a statement contained herein or in any
other  subsequently  filed document which also is  incorporated  or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.           Description of Securities

         Not Applicable.

                                     -1-



Item 5.           Interests of Named Experts and Counsel

         Certain  legal  matters  with  respect to the offering of the shares of
Common  Stock  registered  hereby  have been  passed  upon by  Robert E.  Lewis,
Esquire, Vice President/General Counsel of the Company.

Item 6.           Indemnification of Directors and Officers

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The Company's  Restated  Certificate of Incorporation  contains such a
provision.

         Under  Article VIII of the  Company's  Amended and Restated  By-Laws as
currently in effect, as well as under Article SEVENTH of the Company's  Restated
Certificate of Incorporation, each person who is or was a director or officer of
the Company, or who serves or served any other enterprise or organization at the
request of the Company,  shall be  indemnified by the Company to the full extent
permitted by the Delaware General Corporation Law.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation may indemnify any person who, by reason of the fact that such person
is or was a director or officer of such  corporation,  is made (or threatened to
be made) a party to an  action  other  than one  brought  by or on behalf of the
corporation, against reasonable expenses (including attorney's fees), judgments,
fines and  settlement  payments,  if such  person  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
such corporation and, in criminal actions, in addition,  had no reasonable cause
to believe  his conduct  was  unlawful.  In the case of actions on behalf of the
corporation,  indemnification  may extend only to reasonable expenses (including
attorneys'  fees) and only if such person acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  provided that no such  indemnification  is permitted in respect of
any claim as to which such person is adjudged liable to such corporation  except
to the extent that a court  otherwise  provides.  To the extent that such person
has  been  successful  in  defending  any  action  (even  one on  behalf  of the
corporation),   he  is  entitled  to  indemnification  for  reasonable  expenses
(including attorneys' fees).

         The  indemnification  provided for by the Delaware General  Corporation
Law is not exclusive of any other rights of  indemnification,  and a corporation
may maintain  insurance  against  liabilities for which  indemnification  is not
expressly  provided by the  Delaware  General  Corporation  Law. The Company has
entered into  agreements  to indemnify its directors and officers in addition to
the indemnification  provided for in the Restated  Certificate of Incorporation.
These  agreements,  among other things,  indemnify  the Company's  directors and
officers for certain expenses (including attorneys' fees), judgments,  fines and
settlement  amounts  incurred  by  such  person  in any  action  or  proceeding,
including  any action by or in the right of the Company,  on account of services
as a  director  or officer  of the  Company  or as a director  or officer of any
subsidiary  of the Company,  or as a director or officer of any other company or
enterprise to which the person provides services at the request of the Company.

                                   -2-

         The Company maintains a liability  insurance policy providing  coverage
for its  directors  and  officers  in an  amount  up to an  aggregate  limit  of
$10,000,000 per policy year.

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

Item 7.           Exemption From Registration Claimed.

         Not Applicable

Item 8.           Exhibits.

4.1  Form of  certificate  for the Company's  Common  Stock,  par value $.01 per
     share  (incorporated  by reference to Exhibit 4.1 to Amendment No. 2 to the
     Registration Statement on Form S-2 of the Company (No. 33-64906)).

4.2  Indenture  by and between the  Company  and Mellon  Bank,  N.A. as trustee,
     relating to the 11-1/8%  Subordinated  Debentures due 2001 (incorporated by
     reference to the  Registration  Statement  on Form S-1 of Eckerd  Holdings,
     Inc. (No. 33-4576)).  (On February 6, 1991, Mellon Bank, N.A. was succeeded
     by  Security  Pacific  National  Trust  Company,  as trustee  (now known as
     BankAmerica National Trust Company)).

4.3  Indenture dated as of November 1, 1993 between the Company and State Street
     Bank and Trust Company of  Connecticut,  National  Association,  as Trustee
     relating  to the  Company's  9-1/4%  Senior  Subordinated  Notes  Due  2004
     (incorporated  by reference  to Exhibit 4.02 to the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).


4.4  Form  of  9-1/4%  Senior   Subordinated  Notes  Due  2004  of  the  Company
     (incorporated  by reference  to Exhibit 4.01 of the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).

5.1  Opinion and consent of Robert E. Lewis, Esquire.

23.1 Consent of KPMG Peat Marwick, LLP dated June 12, 1995.

23.2 Consent of Robert E. Lewis, Esquire (included in Exhibit 5.1 hereto).

24.1 Powers of Attorney (included in signature pages hereto).

                                 -3-

99.1 1995 Stock Option and Incentive Plan of Eckerd Corporation.

99.2 Forms of stock option agreement  relating to options granted under the 1995
     Stock Option and Incentive Plan of Eckerd Corporation.


Item 9.           Required Undertakings.

         The undersigned registrant hereby undertakes:

         (a)(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;

                  (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,
represents a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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.

                                  -4-

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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,  uneforceable.  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.

                                   -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 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 Largo, State of Florida, on June 12, 1995.

ECKERD CORPORATION

By: /s/ Samuel G. Wright
Samuel G. Wright
Executive Vice President/
Chief Financial Officer

         KNOWN  TO ALL  PERSONS  BY  THESE  PRESENTS,  that  each  person  whose
signature  appears  below  constitutes  and appoints  Robert E. Lewis,  Esq. his
attorney-in-fact,  with  the  power  of  substitution,  for  him in any  and all
capacities,  to sign any amendments to this  registration  statement  (including
post-effective  amendments),  and to file the same,  with  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

         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.

<TABLE>
<CAPTION>


             Signature                              Titles                               Date
<S>                                      <C>                                    <C>                   


/s/ Stewart Turley                        Chairman of the Board and              June 12, 1995                                  
- ---------------------                      Chief Executive Officer 
Stewart Turley                             

/s/ Francis A. Newman                     President, Chief Operating             June 12, 1995
- ---------------------                        Officer and Director
Francis A. Newman                            

/s/ Samuel G. Wright                    Executive Vice President/Chief           June 12, 1995
- ---------------------                      Financial Officer (Chief
Samuel G. Wright                           Financial and Accounting
                                                  Officer)
                                                 

/s/ John W. Boyle                                 Director                       June 12, 1995
- ---------------------
John W. Boyle

/s/ James T. Doluisio                             Director                       June 12, 1995
- ---------------------
James T. Doluisio

/s/ Donald F. Dunn                                Director                       June 12, 1995
- ---------------------
Donald F. Dunn

                                        -6-

/s/ Albert J. Fitzgibbons, III                     Director                      June 12, 1995
- ---------------------
Albert J. Fitzgibbons, III

/s/ Lewis W. Lehr                                  Director                      June 12, 1995
- ---------------------
Lewis W. Lehr

/s/ Alexis P. Michas                               Director                      June 12, 1995
- ---------------------
Alexis P. Michas

/s/ Rupinder S. Sidhu                              Director                      June 12, 1995
- ---------------------
Rupinder S. Sidhu

                                     -7-

</TABLE>



                                 EXHIBIT INDEX

  Exhibit No.                               Description of Exhibit

4.1  Form of  certificate  for the Company's  Common  Stock,  par value $.01 per
     share  (incorporated  by reference to Exhibit 4.1 to Amendment No. 2 to the
     Registration Statement on Form S-2 of the Company (No. 33-64906)).
      
4.2  Indenture  by and between the  Company  and Mellon  Bank,  N.A. as trustee,
     relating to the 11-1/8%  Subordinated  Debentures due 2001 (incorporated by
     reference to the  Registration  Statement  on Form S-1 of Eckerd  Holdings,
     Inc. (No. 33-4576)).  (On February 6, 1991, Mellon Bank, N.A. was succeeded
     by  Security  Pacific  National  Trust  Company,  as trustee  (now known as
     BankAmerica National Trust Company)).
      
4.3  Indenture dated as of November 1, 1993 between the Company and State Street
     Bank and Trust Company of  Connecticut,  National  Association,  as Trustee
     relating  to the  Company's  9-1/4%  Senior  Subordinated  Notes  Due  2004
     (incorporated  by reference  to Exhibit 4.02 to the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).
      
4.4  Form  of  9-1/4%  Senior   Subordinated  Notes  Due  2004  of  the  Company
     (incorporated  by reference  to Exhibit 4.01 of the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).

      
5.1  Opinion and consent of Robert E. Lewis, Esquire.
      
23.1 Consent of KPMG Peat Marwick, LLP dated June 12, 1995.

      
23.2 Consent of Robert E. Lewis, Esquire (included in Exhibit 5.1 hereto).
      
24.1 Powers of Attorney (included in signature pages hereto).

      
99.1 1995 Stock Option and Incentive Plan of Eckerd Corporation.

      
99.2 Forms of stock option agreement  relating to options granted under the 1995
     Stock Option and Incentive Plan of Eckerd Corporation.

                                  -8-
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{"company-data": {"conformed-name": "ECKERD CORP", "cik": "0000031364", "assigned-sic": "5912", "irs-number": "133302437", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60175", "film-number": "95546589"}, "business-address": {"street1": "P O BOX 4689", "city": "CLEARWATER", "state": "FL", "zip": "34618", "phone": "8133996000"}, "mail-address": {"street1": "JACK ECKERD CORPORATION", "street2": "P O BOX 4689", "city": "CLEARWATER", "state": "FL", "zip": "34618"}, "former-company": {"former-conformed-name": "ECKERD DRUGS OF FLORIDA INC", "date-changed": "19700112"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               Eckerd Corporation
             (Exact name of registrant as specified in its charter)

                              Delaware 13-3302437
            (State of Incorporation) (I.R.S. employer identification no.)

                             8333 Bryan Dairy Road
                              Largo, Florida 34647
              (Address of principal executive offices) (Zip Code)

           1995 Stock Option and Incentive Plan of Eckerd Corporation
                            (Full title of the plan)

                            Robert E. Lewis, Esquire
                         Vice President/General Counsel
                             8333 Bryan Dairy Road
                              Largo, Florida 34647
                                 (813) 399-6000
           (Name, address and telephone number, including area code,
                             of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                        Proposed Maximum      Proposed Maximum
                                        Offering Price Per    Aggregate Offering
Title of Securities    Amount to be     Share (1)(2)          Price (2)             Amount of
to be Registered       Registered                                                   Registration Fee
=====================================================================================================
Common Stock, par
value $.01             2,000,000         $31.25               $62,500,000           $21,552
per share
====================================================================================================
1)   Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as amended, on the
     basis of the  average of the high and low sale prices for a share of Common
     Stock on the New York Stock Exchange on June 8, 1995.

2)   Estimated solely for the purpose of calculating the registration fee.

3)   Plus such  additional  number of shares of Common  Stock as may be issuable
     pursuant  to the  antidilution  provisions  of the 1995  Stock  Option  and
     Incentive Plan.
====================================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

Item 2.           Registrant Information and Employee Plan Annual Information.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents By Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by the registrant,  Eckerd Corporation, a Delaware
corporation  (the  "Company")  (File No.  1-4844),  pursuant  to the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
reference in this registration statement.

(1)The Company's Annual Report on Form 10-K405 for the fiscal year ended January
28, 1995;

(2) The description of the common stock, par value $.01 per share, of
the  Company  (the  "Common  Stock")  set  forth  as  Item 1 under  the  caption
"Description of Securities" in the Company's Registration Statement on Form 8-A,
dated July 14,  1993,  as amended by  Amendment  No. 1 thereto,  dated August 5,
1993, filed pursuant to Section 12(b) of the Exchange Act and declared effective
by the Commission on August 5, 1993, including any amendment or report filed for
the purpose of updating such information.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement 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  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration statement to the extent that a statement contained herein or in any
other  subsequently  filed document which also is  incorporated  or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.           Description of Securities

         Not Applicable.

                                     -1-

Item 5.           Interests of Named Experts and Counsel

         Certain  legal  matters  with  respect to the offering of the shares of
Common  Stock  registered  hereby  have been  passed  upon by  Robert E.  Lewis,
Esquire, Vice President/General Counsel of the Company.

Item 6.           Indemnification of Directors and Officers

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The Company's  Restated  Certificate of Incorporation  contains such a
provision.

         Under  Article VIII of the  Company's  Amended and Restated  By-Laws as
currently in effect, as well as under Article SEVENTH of the Company's  Restated
Certificate of Incorporation, each person who is or was a director or officer of
the Company, or who serves or served any other enterprise or organization at the
request of the Company,  shall be  indemnified by the Company to the full extent
permitted by the Delaware General Corporation Law.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation may indemnify any person who, by reason of the fact that such person
is or was a director or officer of such  corporation,  is made (or threatened to
be made) a party to an  action  other  than one  brought  by or on behalf of the
corporation, against reasonable expenses (including attorney's fees), judgments,
fines and  settlement  payments,  if such  person  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
such corporation and, in criminal actions, in addition,  had no reasonable cause
to believe  his conduct  was  unlawful.  In the case of actions on behalf of the
corporation,  indemnification  may extend only to reasonable expenses (including
attorneys'  fees) and only if such person acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  provided that no such  indemnification  is permitted in respect of
any claim as to which such person is adjudged liable to such corporation  except
to the extent that a court  otherwise  provides.  To the extent that such person
has  been  successful  in  defending  any  action  (even  one on  behalf  of the
corporation),   he  is  entitled  to  indemnification  for  reasonable  expenses
(including attorneys' fees).

         The  indemnification  provided for by the Delaware General  Corporation
Law is not exclusive of any other rights of  indemnification,  and a corporation
may maintain  insurance  against  liabilities for which  indemnification  is not
expressly  provided by the  Delaware  General  Corporation  Law. The Company has
entered into  agreements  to indemnify its directors and officers in addition to
the indemnification  provided for in the Restated  Certificate of Incorporation.
These  agreements,  among other things,  indemnify  the Company's  directors and
officers for certain expenses (including attorneys' fees), judgments,  fines and
settlement  amounts  incurred  by  such  person  in any  action  or  proceeding,
including  any action by or in the right of the Company,  on account of services
as a  director  or officer  of the  Company  or as a director  or officer of any
subsidiary  of the Company,  or as a director or officer of any other company or
enterprise to which the person provides services at the request of the Company.

                                   -2-

         The Company maintains a liability  insurance policy providing  coverage
for its  directors  and  officers  in an  amount  up to an  aggregate  limit  of
$10,000,000 per policy year.

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

Item 7.           Exemption From Registration Claimed.

         Not Applicable

Item 8.           Exhibits.

4.1  Form of  certificate  for the Company's  Common  Stock,  par value $.01 per
     share  (incorporated  by reference to Exhibit 4.1 to Amendment No. 2 to the
     Registration Statement on Form S-2 of the Company (No. 33-64906)).

4.2  Indenture  by and between the  Company  and Mellon  Bank,  N.A. as trustee,
     relating to the 11-1/8%  Subordinated  Debentures due 2001 (incorporated by
     reference to the  Registration  Statement  on Form S-1 of Eckerd  Holdings,
     Inc. (No. 33-4576)).  (On February 6, 1991, Mellon Bank, N.A. was succeeded
     by  Security  Pacific  National  Trust  Company,  as trustee  (now known as
     BankAmerica National Trust Company)).

4.3  Indenture dated as of November 1, 1993 between the Company and State Street
     Bank and Trust Company of  Connecticut,  National  Association,  as Trustee
     relating  to the  Company's  9-1/4%  Senior  Subordinated  Notes  Due  2004
     (incorporated  by reference  to Exhibit 4.02 to the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).

4.4  Form  of  9-1/4%  Senior   Subordinated  Notes  Due  2004  of  the  Company
     (incorporated  by reference  to Exhibit 4.01 of the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).

5.1  Opinion and consent of Robert E. Lewis, Esquire.

23.1 Consent of KPMG Peat Marwick, LLP dated June 12, 1995.

23.2 Consent of Robert E. Lewis, Esquire (included in Exhibit 5.1 hereto).

24.1 Powers of Attorney (included in signature pages hereto).

                                 -3-

99.1 1995 Stock Option and Incentive Plan of Eckerd Corporation.

99.2 Forms of stock option agreement  relating to options granted under the 1995
     Stock Option and Incentive Plan of Eckerd Corporation.

Item 9.           Required Undertakings.

         The undersigned registrant hereby undertakes:

         (a)(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;

                  (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,
represents a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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.

                                  -4-

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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,  uneforceable.  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.

                                   -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 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 Largo, State of Florida, on June 12, 1995.

ECKERD CORPORATION

By: /s/ Samuel G. Wright
Samuel G. Wright
Executive Vice President/
Chief Financial Officer

         KNOWN  TO ALL  PERSONS  BY  THESE  PRESENTS,  that  each  person  whose
signature  appears  below  constitutes  and appoints  Robert E. Lewis,  Esq. his
attorney-in-fact,  with  the  power  of  substitution,  for  him in any  and all
capacities,  to sign any amendments to this  registration  statement  (including
post-effective  amendments),  and to file the same,  with  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

         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                              Titles                               Date
/s/ Stewart Turley                        Chairman of the Board and              June 12, 1995                                  
- ---------------------                      Chief Executive Officer 
Stewart Turley                             

/s/ Francis A. Newman                     President, Chief Operating             June 12, 1995
- ---------------------                        Officer and Director
Francis A. Newman                            

/s/ Samuel G. Wright                    Executive Vice President/Chief           June 12, 1995
- ---------------------                      Financial Officer (Chief
Samuel G. Wright                           Financial and Accounting
                                                  Officer)
                                                 

/s/ John W. Boyle                                 Director                       June 12, 1995
- ---------------------
John W. Boyle

/s/ James T. Doluisio                             Director                       June 12, 1995
- ---------------------
James T. Doluisio

/s/ Donald F. Dunn                                Director                       June 12, 1995
- ---------------------
Donald F. Dunn

                                        -6-

/s/ Albert J. Fitzgibbons, III                     Director                      June 12, 1995
- ---------------------
Albert J. Fitzgibbons, III

/s/ Lewis W. Lehr                                  Director                      June 12, 1995
- ---------------------
Lewis W. Lehr

/s/ Alexis P. Michas                               Director                      June 12, 1995
- ---------------------
Alexis P. Michas

/s/ Rupinder S. Sidhu                              Director                      June 12, 1995
- ---------------------
Rupinder S. Sidhu

                                     -7-
EXHIBIT INDEX

  Exhibit No.                               Description of Exhibit

4.1  Form of  certificate  for the Company's  Common  Stock,  par value $.01 per
     share  (incorporated  by reference to Exhibit 4.1 to Amendment No. 2 to the
     Registration Statement on Form S-2 of the Company (No. 33-64906)).
      
4.2  Indenture  by and between the  Company  and Mellon  Bank,  N.A. as trustee,
     relating to the 11-1/8%  Subordinated  Debentures due 2001 (incorporated by
     reference to the  Registration  Statement  on Form S-1 of Eckerd  Holdings,
     Inc. (No. 33-4576)).  (On February 6, 1991, Mellon Bank, N.A. was succeeded
     by  Security  Pacific  National  Trust  Company,  as trustee  (now known as
     BankAmerica National Trust Company)).
      
4.3  Indenture dated as of November 1, 1993 between the Company and State Street
     Bank and Trust Company of  Connecticut,  National  Association,  as Trustee
     relating  to the  Company's  9-1/4%  Senior  Subordinated  Notes  Due  2004
     (incorporated  by reference  to Exhibit 4.02 to the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).
      
4.4  Form  of  9-1/4%  Senior   Subordinated  Notes  Due  2004  of  the  Company
     (incorporated  by reference  to Exhibit 4.01 of the Current  Report on Form
     8-K dated October 26, 1993 of the Company (File No. 1-4844)).

      
5.1  Opinion and consent of Robert E. Lewis, Esquire.
      
23.1 Consent of KPMG Peat Marwick, LLP dated June 12, 1995.

      
23.2 Consent of Robert E. Lewis, Esquire (included in Exhibit 5.1 hereto).
      
24.1 Powers of Attorney (included in signature pages hereto).

      
99.1 1995 Stock Option and Incentive Plan of Eckerd Corporation.

      
99.2 Forms of stock option agreement  relating to options granted under the 1995
     Stock Option and Incentive Plan of Eckerd Corporation.

                                  -8-