<PAGE>
                                                Registration No.                


                                   SECURITIES AND EXCHANGE COMMISSION
                                         Washington, D.C.  20549

                                                                 

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

                                                                 

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

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

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


                          GENOVESE DRUG STORES, INC. 1984 EMPLOYEE STOCK OPTION
                                   AND STOCK APPRECIATION RIGHTS PLAN
                                        (Full title of the plan)


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

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

                                     CALCULATION OF REGISTRATION FEE



Title of        Amount      Proposed   Proposed      Amount of
securities      to be       maximum    maximum       registration
to be           registered  offering   aggregate     fee
registered                  price per  offering
                            share      price

Class A         595,320     $11.75(2)  $6,995,010(2) $2,412.07
Common Stock,   shares(1)
par value                                                 
$1.00 per 
share
<PAGE>
(1)     Such additional indeterminable number of shares of Class A
        Common Stock is hereby registered as may be required by
        reason of the anti-dilution provisions of the Genovese Drug
        Stores, Inc. 1984 Employee Stock Option and Stock
        Appreciation Rights Plan.

(2)     Pursuant to Rule 457(h) under the Securities Act of 1933,
        this estimate is made solely for the purpose of calculating
        the amount of the registration fee and is based on the
        average of the high and low prices of the Class A Common
        Stock on the American Stock Exchange on July 28, 1994.<PAGE>
<PAGE>
                                                 Part II


ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

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

           (1)            Annual Report of the Company on Form 10-K for
                          the fiscal year ended January 28, 1994; 

           (2)            Quarterly Report on Form 10-Q for the fiscal
                          quarter ended April 28, 1994; and

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

           All documents that shall be filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the filing of this registration
statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Genovese Drug
Stores, Inc. 1984 Employee Stock Option and Stock Appreciation
Rights Plan (the "Plan") have been sold or deregistering all
securities then remaining unsold thereunder shall be deemed to be
incorporated herein by reference and shall be deemed to be a part
hereof from the date of filing thereof.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Gene L. Wexler, Vice President and General Counsel of the
Company, who is opining as to the validity of the securities
being registered herewith, received on March 8, 1994 a grant of
5,000 options being registered in connection with this
registration statement.


ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           A director or officer of the Company, whether or not then
in office, or a person whose testator or intestate was such a
director or officer, shall be indemnified by the Company for the
defense of, or in connection with, civil or criminal actions or
proceedings, or appeals therein, in accordance with, and to the
fullest extent permitted by, the provisions of the General
Corporation Law of the State of Delaware, as it may from time to
time be amended, except in cases where it is determined that said
director, officer, employee or agent was guilty of gross
negligence in the performance of his or her duty to the Company
or its stockholders.

           A director or officer of any wholly-owned subsidiary of
the Company, whether or not then in office, or a person whose
testator or intestate was such a director or officer shall also
be indemnified by the Company for the defense of, or in
connection with, civil or criminal actions or proceedings, or
appeals therein, in accordance with, and to the fullest extent
permitted by, the provisions of the General Corporation Law of
the State of Delaware, as it may from time to time be amended,
except in cases where it is determined that said director,
officer, employee or agent was guilty of gross negligence in the
performance of his or her duty to the Company or its
stockholders.

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

ITEM 8.          EXHIBITS.

            4(a)          Certificate of Incorporation of the Company
                          (filed as Exhibit 4, pages 4-1 - 4-4, to the
                          Company's Registration Statement No. 33-20284 on
                          Form S-8 and incorporated herein by reference)

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

             (c)          Genovese Drug Stores, Inc. 1984 Employee Stock
                          Option and Stock Appreciation Rights Plan, as
                          amended

            5             Opinion of Counsel

           23(a)          Consent of Independent Auditors

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

           24             Powers of Attorney

ITEM 9.          UNDERTAKINGS

           (a)  The undersigned registrant hereby undertakes:

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

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

                 (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
<PAGE>
           (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

           (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
<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 OF THE REQUIREMENTS FOR FILING THIS
REGISTRATION STATEMENT ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MELVILLE,
STATE OF NEW YORK, ON THIS 29TH DAY OF JULY, 1994.

                          GENOVESE DRUG STORES, INC.



                          By: /s/ Leonard Genovese      
                              Chairman of the Board
                              and President             
<PAGE>
<PAGE>
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

       Signature               Title                Date


*Leonard Genovese              Chairman of       July 29, 1994
 Leonard Genovese              the Board,
                               President 
                               and Director
                               (Principal 
                               Executive
                               Officer)

*Herbert J. Kett               Vice Chairman     July 29, 1994
 Herbert J. Kett               and Director

*Allan Patrick                 Executive Vice    July 29, 1994
 Allan Patrick                 President and 
                               Director


*Jerome Stengel                Vice President    July 29, 1994
 Jerome Stengel                and Treasurer 
                               (Principal
                               Financial and 
                               Accounting 
                               Officer)

*Frances Genovese Wangberg     Director          July 29, 1994
 Frances Genovese Wangberg

*William J. McKenna            Director          July 29, 1994
 William J. McKenna 

*Charles Hayward               Director          July 29, 1994
 Charles Hayward      

*Abraham Allen                 Director          July 29, 1994
 Abraham Allen

*Thomas M. Cooney              Director          July 29, 1994
 Thomas M. Cooney
<PAGE>
<PAGE>
*    This registration statement has been signed on behalf of the
     above-named directors and officers of the Company by Leonard
     Genovese, Chairman of the Board and President of the Company,
     as attorney-in-fact pursuant to powers of attorney filed with
     the Securities and Exchange Commission as Exhibit 24 to this
     registration statement.


DATED:  July 29, 1994           By:/s/ Leonard Genovese  
                                   Attorney-in-Fact

<PAGE>
<PAGE>
                                              EXHIBIT INDEX




                                                  Page Number
Exhibit                                         in Sequentially
Number            Exhibit Description            Numbered Copy 


4(a)       Certificate of Incorporation of the 
           Company (filed as Exhibit 4, pages 
           4-1 - 4-4, to the Company's Registration 
           Statement No. 33-20284 on Form S-8 and 
           incorporated herein by reference)

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

4(c)       Genovese Drug Stores, Inc. 1984 
           Employee Stock Option and Stock 
           Appreciation Rights Plan, as 
           amended

5          Opinion of Counsel

23(a)      Consent of Independent Auditors

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

24         Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15161}]
{"company-data": {"conformed-name": "GENOVESE DRUG STORES INC", "cik": "0000040970", "assigned-sic": "5912", "irs-number": "111556812", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54857", "film-number": "94541228"}, "business-address": {"street1": "80 MARCUS DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5164201900X216"}, "mail-address": {"street1": "3500 ONE PEACHTREE CENTER", "street2": "303 PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30308"}}
Registration No.                

                                   SECURITIES AND EXCHANGE COMMISSION
                                         Washington, D.C.  20549

                                                                 

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

                                                                 

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

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

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

                          GENOVESE DRUG STORES, INC. 1984 EMPLOYEE STOCK OPTION
                                   AND STOCK APPRECIATION RIGHTS PLAN
                                        (Full title of the plan)

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

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

                                     CALCULATION OF REGISTRATION FEE

Title of        Amount      Proposed   Proposed      Amount of
securities      to be       maximum    maximum       registration
to be           registered  offering   aggregate     fee
registered                  price per  offering
                            share      price

Class A         595,320     $11.75(2)  $6,995,010(2) $2,412.07
Common Stock,   shares(1)
par value                                                 
$1.00 per 
share
(1)     Such additional indeterminable number of shares of Class A
        Common Stock is hereby registered as may be required by
        reason of the anti-dilution provisions of the Genovese Drug
        Stores, Inc. 1984 Employee Stock Option and Stock
        Appreciation Rights Plan.

(2)     Pursuant to Rule 457(h) under the Securities Act of 1933,
        this estimate is made solely for the purpose of calculating
        the amount of the registration fee and is based on the
        average of the high and low prices of the Class A Common
        Stock on the American Stock Exchange on July 28, 1994.
Part II

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

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

           (1)            Annual Report of the Company on Form 10-K for
                          the fiscal year ended January 28, 1994; 

           (2)            Quarterly Report on Form 10-Q for the fiscal
                          quarter ended April 28, 1994; and

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

           All documents that shall be filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the filing of this registration
statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Genovese Drug
Stores, Inc. 1984 Employee Stock Option and Stock Appreciation
Rights Plan (the "Plan") have been sold or deregistering all
securities then remaining unsold thereunder shall be deemed to be
incorporated herein by reference and shall be deemed to be a part
hereof from the date of filing thereof.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Gene L. Wexler, Vice President and General Counsel of the
Company, who is opining as to the validity of the securities
being registered herewith, received on March 8, 1994 a grant of
5,000 options being registered in connection with this
registration statement.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           A director or officer of the Company, whether or not then
in office, or a person whose testator or intestate was such a
director or officer, shall be indemnified by the Company for the
defense of, or in connection with, civil or criminal actions or
proceedings, or appeals therein, in accordance with, and to the
fullest extent permitted by, the provisions of the General
Corporation Law of the State of Delaware, as it may from time to
time be amended, except in cases where it is determined that said
director, officer, employee or agent was guilty of gross
negligence in the performance of his or her duty to the Company
or its stockholders.

           A director or officer of any wholly-owned subsidiary of
the Company, whether or not then in office, or a person whose
testator or intestate was such a director or officer shall also
be indemnified by the Company for the defense of, or in
connection with, civil or criminal actions or proceedings, or
appeals therein, in accordance with, and to the fullest extent
permitted by, the provisions of the General Corporation Law of
the State of Delaware, as it may from time to time be amended,
except in cases where it is determined that said director,
officer, employee or agent was guilty of gross negligence in the
performance of his or her duty to the Company or its
stockholders.

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

ITEM 8.          EXHIBITS.

            4(a)          Certificate of Incorporation of the Company
                          (filed as Exhibit 4, pages 4-1 - 4-4, to the
                          Company's Registration Statement No. 33-20284 on
                          Form S-8 and incorporated herein by reference)

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

             (c)          Genovese Drug Stores, Inc. 1984 Employee Stock
                          Option and Stock Appreciation Rights Plan, as
                          amended

            5             Opinion of Counsel

           23(a)          Consent of Independent Auditors

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

           24             Powers of Attorney

ITEM 9.          UNDERTAKINGS

           (a)  The undersigned registrant hereby undertakes:

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

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

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

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

                 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING THIS
REGISTRATION STATEMENT ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MELVILLE,
STATE OF NEW YORK, ON THIS 29TH DAY OF JULY, 1994.

                          GENOVESE DRUG STORES, INC.

                          By: /s/ Leonard Genovese      
                              Chairman of the Board
                              and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

       Signature               Title                Date

*Leonard Genovese              Chairman of       July 29, 1994
 Leonard Genovese              the Board,
                               President 
                               and Director
                               (Principal 
                               Executive
                               Officer)

*Herbert J. Kett               Vice Chairman     July 29, 1994
 Herbert J. Kett               and Director

*Allan Patrick                 Executive Vice    July 29, 1994
 Allan Patrick                 President and 
                               Director

*Jerome Stengel                Vice President    July 29, 1994
 Jerome Stengel                and Treasurer 
                               (Principal
                               Financial and 
                               Accounting 
                               Officer)

*Frances Genovese Wangberg     Director          July 29, 1994
 Frances Genovese Wangberg

*William J. McKenna            Director          July 29, 1994
 William J. McKenna 

*Charles Hayward               Director          July 29, 1994
 Charles Hayward      

*Abraham Allen                 Director          July 29, 1994
 Abraham Allen

*Thomas M. Cooney              Director          July 29, 1994
 Thomas M. Cooney
*    This registration statement has been signed on behalf of the
     above-named directors and officers of the Company by Leonard
     Genovese, Chairman of the Board and President of the Company,
     as attorney-in-fact pursuant to powers of attorney filed with
     the Securities and Exchange Commission as Exhibit 24 to this
     registration statement.

DATED:  July 29, 1994           By:/s/ Leonard Genovese  
                                   Attorney-in-Fact
EXHIBIT INDEX

                                                  Page Number
Exhibit                                         in Sequentially
Number            Exhibit Description            Numbered Copy 

4(a)       Certificate of Incorporation of the 
           Company (filed as Exhibit 4, pages 
           4-1 - 4-4, to the Company's Registration 
           Statement No. 33-20284 on Form S-8 and 
           incorporated herein by reference)

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

4(c)       Genovese Drug Stores, Inc. 1984 
           Employee Stock Option and Stock 
           Appreciation Rights Plan, as 
           amended

5          Opinion of Counsel

23(a)      Consent of Independent Auditors

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

24         Powers of Attorney