As filed with the Securities and Exchange Commission on October 4, 1996
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                ARBOR DRUGS, INC.
             (Exact name of Registrant as specified in its charter)

       Michigan                                                 38-2054345
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                              3331 West Big Beaver
                              Troy, Michigan 48084
                                 (810) 643-9420
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)



                    ARBOR DRUGS, INC. 1996 STOCK OPTION PLAN
                            (Full title of the Plan)


                               Gilbert C. Gerhard
                             Senior Vice President -
                           Finance and Administration
                                Arbor Drugs, Inc.
                              3331 West Big Beaver
                              Troy, Michigan 48084
                     (Name and address of agent for service)
                                 (810) 643-9420
          (Telephone number, including area code, of agent for service)


                                    Copy to:
                              Ellen J. Odoner, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000


Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of the Registration Statement.
<TABLE>
<CAPTION>

                              CALCULATION OF REGISTRATION FEE

============================================================================================================================
                                                            Proposed maximum       Proposed maximum
            Title of                        Amount to       aggregate offering     aggregate                 Amount of
  securities to be registered             be registered(1)  price per share(2)     offering price(2)     registration fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                    <C>                  <C>       
Common Stock, par value $.01 per share      2,000,000            $21.125            $42,250,000          $12,803.03
============================================================================================================================
<FN>
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Registrant's 1996 Stock Option Plan by
    reason of any stock dividend, stock split, recapitalization or other similar
    transaction effected without receipt of consideration which results in an
    increase in the number of outstanding shares of Common Stock.
(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, based upon the
    average of the high and low prices of the Common Stock as quoted on NASDAQ
    on September 30, 1996.
</FN>
</TABLE>
================================================================================

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.     Registrant Information and Employee Plan Annual Information.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Arbor Drugs, Inc. 1996 Stock Option Plan (the
"1996 Plan") and its administrators are available without charge by contacting:

                              Arbor Drugs, Inc.
                              3331 West Big Beaver Road
                              Troy, Michigan  48084
                              Attention:  Gilbert C. Gerhard, Secretary



                                    I-1


<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents, heretofore filed by Arbor Drugs, Inc. (the
"Company") with the Commission, are incorporated herein by reference and made a
part hereof:


            (a)   The Company's Annual Report on Form 10-K for the fiscal year
                  ended July 31, 1995;

            (b)   The Company's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended October 31, 1995, January 31, 1996 and April
                  30, 1996; and

            (c)   The description of the Common Stock, par value $.01 per share
                  (the "Common Stock"), of the Company which is contained in the
                  Company's Registration Statement on Form 8-A, filed with the
                  Commission on April 29, 1986, pursuant to Section 12 of the
                  Exchange Act, (Registration No. 33-04378) including any
                  amendment or report filed for the purpose of updating such
                  description.

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

Item 4.     Description of Securities.

            Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not Applicable.




                                    II-1
<PAGE>

Item 6.     Indemnification of Directors and Officers.

            Sections 561-571 of the Michigan Business Corporation Act provide
that a corporation may indemnify, with certain limitations and exceptions,
directors and officers against judgments, expenses including attorneys fees,
fines and amounts paid by the director or officer in settlement of claims
brought against them by third persons or by or in the right of the corporation
if those directors and officers acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation and
its shareholders.

            The Registrant is obligated under its bylaws to indemnify a present
or former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter authorized or permitted by
law in connection with any actual or threatened civil, criminal, administrative
or investigative action, suit or proceeding arising out of his or her past or
future service to the Registrant, or to another corporation at the request of
the Registrant. In addition, the Articles of Incorporation of the Registrant
limit certain personal liabilities of directors of the Registrant; provided,
however, that the Articles of Incorporation do not eliminate or limit the
liability of a director for any of the following: (i) a breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the Michigan Business Corporation
Act; (iv) a transaction from which the director derived an improper personal
benefit; or (v) and act or omission occurring before the effective date of the
Article.

            Section 567 of the Michigan Business Corporation Act provides that a
corporation may maintain insurance on behalf of its directors and officers.

            The Registrant has obtained Directors' and Officers' liability
insurance in the aggregate amount of $10 million. Subject to conditions and
limitations, the insurance covers amounts required to be paid for a claim or
claims made against directors and officers for certain "wrongful acts" in the
discharge of their duties solely in their capacity as officers or directors of
the Registrant. The coverage includes amounts as to which the Registrant may be
required or permitted by law to indemnify the directors and officers.

            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, or otherwise, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and therefore
unenforceable.

Item 7.     Exemption from Registration Claimed.

            Not Applicable.




                                    II-2
<PAGE>



Item 8.     Exhibits.

 Exhibit
 Number                        Description
 ------                        -----------

     4.1  - Restated Articles of Incorporation of the Company, as amended, filed
            as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
            fiscal year ended July 31, 1988.*

     4.2  - By-Laws of the Company, filed as Exhibit 3.2 to the Company's Form
            S-1 Registration Statement, File Number 33-4378.*

     4.3  - Arbor Drugs, Inc. Amended and Restated Stock Option Plan, filed as
            Exhibit 10.1 to the Company's Annual Report on Form 10-K for the 
            year ended July 31, 1993.*

     4.4  - Arbor Drugs, Inc. 1996 Stock Option Plan, filed as Annex 1 to the
            Company's Proxy Statement for the Annual Meeting of Shareholders 
            held on December 5, 1995.*

     5.1  - Opinion of Honigman Miller Schwartz and Cohn as to the legality of
            the securities being registered.

     23.1 - Consent of Coopers & Lybrand L.L.P.

     23.2 - Consent of Honigman Miller Schwartz and Cohn (included in Exhibit
            5.1).

     24   - Powers of Attorney (included in signature pages hereof).

--------
*Incorporated by reference.



                                    II-3

<PAGE>


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;

                        (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; and

                        (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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
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; 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.

             (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.

             (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 Commission such
indemnification is against public policy as expressed in the Securities 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



                                    II-4

<PAGE>


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
Securities Act and will be governed by the final adjudication of such issue.



                                    II-5


<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 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 Troy, State of Michigan, as of this 4th day of
October, 1996.


                                          ARBOR DRUGS, INC.


                                          By:/s/ Gilbert C. Gerhard
                                             -------------------------
                                             Senior Vice President -
                                               Finance and Administration


                               POWER OF ATTORNEY

             Each person whose signature to this registration statement appears
below hereby appoints Gilbert C. Gerhard as his agent and attorney-in-fact to
sign on his behalf individually and in the capacity stated below and to file all
amendments and post-effective amendments to this registration statement, which
amendments make such changes and additions to this registration statement as
such agent and attorney-in-fact may deem necessary or appropriate.

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


/s/ Eugene Applebaum           Chairman of the Board,            October 4, 1996
---------------------------    Chief Executive Officer     
Eugene Applebaum               and President (Principal 
                               Executive Officer)       
                           


/s/ Markus M. Ernst            Executive Vice President,         October 4, 1996
---------------------------    Chief Operating Officer  
Markus M. Ernst                and Director             
                           



                               II-6

<PAGE>

/s/  Gilbert C. Gerhard        Senior Vice President -           October 4, 1996
---------------------------    Finance and Administration;    
Gilbert C. Gerhard             Chief Financial Officer;       
                               Treasurer; Secretary; and      
                               Director (Principal Financial  
                               and Accounting Officer)        
                           


                                     Director
---------------------------
David B. Hermelin




/s/ Spencer M. Partrich              Director                    October 4, 1996
---------------------------
Spencer M. Partrich




/s/  Laurie M. Shahon                Director                    October 4, 1996
---------------------------
Laurie M. Shahon




/s/ Samuel Valenti III               Director                    October 4, 1996
---------------------------
Samuel Valenti III



                                    II-7

<PAGE>



                                 EXHIBIT INDEX


 Exhibit
 Number                     Description
 ------                     -----------

     4.1  - Restated Articles of Incorporation of the Company, as amended, filed
            as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
            fiscal year ended July 31, 1988.*

     4.2  - By-Laws of the Company, filed as Exhibit 3.2 to the Company's Form
            S-1 Registration Statement, File Number 33-4378.*

     4.3  - Arbor Drugs, Inc. Amended and Restated Stock Option Plan, filed as
            Exhibit 10.1 to the Company's Annual Report on Form 10-K for the 
            year ended July 31, 1993.*

     4.4  - Arbor Drugs, Inc. 1996 Stock Option Plan, filed as Annex 1 to the
            Company's Proxy Statement for the Annual Meeting of Shareholders 
            held on December 5, 1995.*

     5.1  - Opinion of Honigman Miller Schwartz and Cohn as to the legality of
            the securities being registered.

     23.1 - Consent of Coopers & Lybrand L.L.P.

     23.2 - Consent of Honigman Miller Schwartz and Cohn (included in Exhibit
            5.1).

     24   - Powers of Attorney (included in signature pages hereof).

--------
*Incorporated by reference.


                                    II-8


NYFS01...:\08\16508\0001\1628\FRM4166U.060
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As filed with the Securities and Exchange Commission on October 4, 1996
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                ARBOR DRUGS, INC.
             (Exact name of Registrant as specified in its charter)

       Michigan                                                 38-2054345
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                              3331 West Big Beaver
                              Troy, Michigan 48084
                                 (810) 643-9420
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                    ARBOR DRUGS, INC. 1996 STOCK OPTION PLAN
                            (Full title of the Plan)

                               Gilbert C. Gerhard
                             Senior Vice President -
                           Finance and Administration
                                Arbor Drugs, Inc.
                              3331 West Big Beaver
                              Troy, Michigan 48084
                     (Name and address of agent for service)
                                 (810) 643-9420
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Ellen J. Odoner, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000

Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of the Registration Statement.
CALCULATION OF REGISTRATION FEE

============================================================================================================================
                                                            Proposed maximum       Proposed maximum
            Title of                        Amount to       aggregate offering     aggregate                 Amount of
  securities to be registered             be registered(1)  price per share(2)     offering price(2)     registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      2,000,000            $21.125            $42,250,000          $12,803.03
============================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Registrant's 1996 Stock Option Plan by
    reason of any stock dividend, stock split, recapitalization or other similar
    transaction effected without receipt of consideration which results in an
    increase in the number of outstanding shares of Common Stock.
(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, based upon the
    average of the high and low prices of the Common Stock as quoted on NASDAQ
    on September 30, 1996.
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.     Registrant Information and Employee Plan Annual Information.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Arbor Drugs, Inc. 1996 Stock Option Plan (the
"1996 Plan") and its administrators are available without charge by contacting:

                              Arbor Drugs, Inc.
                              3331 West Big Beaver Road
                              Troy, Michigan  48084
                              Attention:  Gilbert C. Gerhard, Secretary

                                    I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents, heretofore filed by Arbor Drugs, Inc. (the
"Company") with the Commission, are incorporated herein by reference and made a
part hereof:

            (a)   The Company's Annual Report on Form 10-K for the fiscal year
                  ended July 31, 1995;

            (b)   The Company's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended October 31, 1995, January 31, 1996 and April
                  30, 1996; and

            (c)   The description of the Common Stock, par value $.01 per share
                  (the "Common Stock"), of the Company which is contained in the
                  Company's Registration Statement on Form 8-A, filed with the
                  Commission on April 29, 1986, pursuant to Section 12 of the
                  Exchange Act, (Registration No. 33-04378) including any
                  amendment or report filed for the purpose of updating such
                  description.

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

Item 4.     Description of Securities.

            Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not Applicable.

                                    II-1
Item 6.     Indemnification of Directors and Officers.

            Sections 561-571 of the Michigan Business Corporation Act provide
that a corporation may indemnify, with certain limitations and exceptions,
directors and officers against judgments, expenses including attorneys fees,
fines and amounts paid by the director or officer in settlement of claims
brought against them by third persons or by or in the right of the corporation
if those directors and officers acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation and
its shareholders.

            The Registrant is obligated under its bylaws to indemnify a present
or former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter authorized or permitted by
law in connection with any actual or threatened civil, criminal, administrative
or investigative action, suit or proceeding arising out of his or her past or
future service to the Registrant, or to another corporation at the request of
the Registrant. In addition, the Articles of Incorporation of the Registrant
limit certain personal liabilities of directors of the Registrant; provided,
however, that the Articles of Incorporation do not eliminate or limit the
liability of a director for any of the following: (i) a breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the Michigan Business Corporation
Act; (iv) a transaction from which the director derived an improper personal
benefit; or (v) and act or omission occurring before the effective date of the
Article.

            Section 567 of the Michigan Business Corporation Act provides that a
corporation may maintain insurance on behalf of its directors and officers.

            The Registrant has obtained Directors' and Officers' liability
insurance in the aggregate amount of $10 million. Subject to conditions and
limitations, the insurance covers amounts required to be paid for a claim or
claims made against directors and officers for certain "wrongful acts" in the
discharge of their duties solely in their capacity as officers or directors of
the Registrant. The coverage includes amounts as to which the Registrant may be
required or permitted by law to indemnify the directors and officers.

            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, or otherwise, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and therefore
unenforceable.

Item 7.     Exemption from Registration Claimed.

            Not Applicable.

                                    II-2
Item 8.     Exhibits.

 Exhibit
 Number                        Description
 ------                        -----------

     4.1  - Restated Articles of Incorporation of the Company, as amended, filed
            as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
            fiscal year ended July 31, 1988.*

     4.2  - By-Laws of the Company, filed as Exhibit 3.2 to the Company's Form
            S-1 Registration Statement, File Number 33-4378.*

     4.3  - Arbor Drugs, Inc. Amended and Restated Stock Option Plan, filed as
            Exhibit 10.1 to the Company's Annual Report on Form 10-K for the 
            year ended July 31, 1993.*

     4.4  - Arbor Drugs, Inc. 1996 Stock Option Plan, filed as Annex 1 to the
            Company's Proxy Statement for the Annual Meeting of Shareholders 
            held on December 5, 1995.*

     5.1  - Opinion of Honigman Miller Schwartz and Cohn as to the legality of
            the securities being registered.

     23.1 - Consent of Coopers & Lybrand L.L.P.

     23.2 - Consent of Honigman Miller Schwartz and Cohn (included in Exhibit
            5.1).

     24   - Powers of Attorney (included in signature pages hereof).

--------
*Incorporated by reference.

                                    II-3
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;

                        (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; and

                        (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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
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; 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.

             (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.

             (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 Commission such
indemnification is against public policy as expressed in the Securities 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

                                    II-4
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
Securities Act and will be governed by the final adjudication of such issue.

                                    II-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 Troy, State of Michigan, as of this 4th day of
October, 1996.

                                          ARBOR DRUGS, INC.

                                          By:/s/ Gilbert C. Gerhard
                                             -------------------------
                                             Senior Vice President -
                                               Finance and Administration

                               POWER OF ATTORNEY

             Each person whose signature to this registration statement appears
below hereby appoints Gilbert C. Gerhard as his agent and attorney-in-fact to
sign on his behalf individually and in the capacity stated below and to file all
amendments and post-effective amendments to this registration statement, which
amendments make such changes and additions to this registration statement as
such agent and attorney-in-fact may deem necessary or appropriate.

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

/s/ Eugene Applebaum           Chairman of the Board,            October 4, 1996
---------------------------    Chief Executive Officer     
Eugene Applebaum               and President (Principal 
                               Executive Officer)       
                           

/s/ Markus M. Ernst            Executive Vice President,         October 4, 1996
---------------------------    Chief Operating Officer  
Markus M. Ernst                and Director             
                           

                               II-6
/s/  Gilbert C. Gerhard        Senior Vice President -           October 4, 1996
---------------------------    Finance and Administration;    
Gilbert C. Gerhard             Chief Financial Officer;       
                               Treasurer; Secretary; and      
                               Director (Principal Financial  
                               and Accounting Officer)        
                           

                                     Director
---------------------------
David B. Hermelin

/s/ Spencer M. Partrich              Director                    October 4, 1996
---------------------------
Spencer M. Partrich

/s/  Laurie M. Shahon                Director                    October 4, 1996
---------------------------
Laurie M. Shahon

/s/ Samuel Valenti III               Director                    October 4, 1996
---------------------------
Samuel Valenti III

                                    II-7
EXHIBIT INDEX

 Exhibit
 Number                     Description
 ------                     -----------

     4.1  - Restated Articles of Incorporation of the Company, as amended, filed
            as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
            fiscal year ended July 31, 1988.*

     4.2  - By-Laws of the Company, filed as Exhibit 3.2 to the Company's Form
            S-1 Registration Statement, File Number 33-4378.*

     4.3  - Arbor Drugs, Inc. Amended and Restated Stock Option Plan, filed as
            Exhibit 10.1 to the Company's Annual Report on Form 10-K for the 
            year ended July 31, 1993.*

     4.4  - Arbor Drugs, Inc. 1996 Stock Option Plan, filed as Annex 1 to the
            Company's Proxy Statement for the Annual Meeting of Shareholders 
            held on December 5, 1995.*

     5.1  - Opinion of Honigman Miller Schwartz and Cohn as to the legality of
            the securities being registered.

     23.1 - Consent of Coopers & Lybrand L.L.P.

     23.2 - Consent of Honigman Miller Schwartz and Cohn (included in Exhibit
            5.1).

     24   - Powers of Attorney (included in signature pages hereof).

--------
*Incorporated by reference.

                                    II-8

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