GENOVESE DRUG STORES INC
SC 13G, 1995-02-07
DRUG STORES AND PROPRIETARY STORES
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                                 UNITED STATES                           --------------------------
                       SECURITIES AND EXCHANGE COMMISSION                       OMB APPROVAL
                             Washington, D.C. 20549                      --------------------------
                                                                         OMB Number: 3235-0145
                                                                         Expires: October 31, 1994
                                  SCHEDULE 13G                           Estimated average burden
                                                                         hours per response...14.90
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934             --------------------------

                        (AMENDMENT NO. ______________)*
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                           GENOVESE DRUG STORES, INC.
                                (Name of Issuer)


                CLASS A COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (Title of Class of Securities)


                                   372442202
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement / /.  (A fee
is not required only if the filing person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).





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

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


                               Page 1 of 6 pages

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CUSIP No. 372442202                   13G                      Page 2 of 6 Pages

________________________________________________________________________________
1     NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

      Genovese Drug Stores, Inc. Employee Stock Ownership Plan & Trust

________________________________________________________________________________

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                     (a) / /

                                                                     (b) / /
________________________________________________________________________________

3     SEC USE ONLY


________________________________________________________________________________

4     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America

________________________________________________________________________________
         NUMBER OF     5   SOLE VOTING POWER

          SHARES                                         329,142
                       ________________________________________________________
       BENEFICIALLY    6   SHARED VOTING POWER

         OWNED BY                                        0
                       ________________________________________________________
           EACH        7   SOLE DISPOSITIVE POWER

         REPORTING                                       329,142
                       ________________________________________________________
        PERSON WITH    8   SHARED DISPOSITIVE POWER

                                                         0
________________________________________________________________________________
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      329,142
________________________________________________________________________________
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          / /
________________________________________________________________________________
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      6.7%
________________________________________________________________________________
12    TYPE OF REPORTING PERSON*

      EP
________________________________________________________________________________





                     *SEE INSTRUCTIONS BEFORE FILLING OUT!





                               Page 2 of 6 pages

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ITEM 1(a).   NAME OF ISSUER:

             Genovese Drug Stores, Inc.

ITEM 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             80 Marcus Drive
             Melville, NY  11747

ITEM 2(a).   NAME OF PERSON FILING:

             Genovese Drug Stores, Inc. Employee Stock Ownership Plan & Trust

ITEM 2(b).   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

             80 Marcus Drive
             Melville, NY  11747

ITEM 2(c).   CITIZENSHIP:

             United States of America

ITEM 2(d).   TITLE OF CLASS OF SECURITIES:

             Class A Common Stock, par value $1.00 per share

ITEM 2(e).   CUSIP NUMBER:

             372442202

ITEM 3.      IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
             CHECK WHETHER THE PERSON FILING IS A:

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             (a)     / /      Broker or dealer registered under Section 15 of the Act,
             (b)     / /      Bank as defined in Section 3(a)(6) of the Act,
             (c)     / /      Insurance Company as defined in Section 3(a)(19) of the Act,
             (d)     / /      Investment Company registered under Section 8 of the
                              Investment Company Act,
             (e)     / /      Investment Adviser registered under Section 203 of the
                              Investment Advisers Act of 1940,
             (f)     /X/      Employee Benefit Plan, Pension Fund which is
                              subject to the provisions of the Employee
                              Retirement Income Security Act of 1974 or
                              Endowment Fund; see Rule 13d-1(b)(1)(ii)(F),
             (g)     / /      Parent Holding Company, in accordance with Rule
                              13d-1(b)(ii)(G); see Item 7,
             (h)     / /      Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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ITEM 4.      OWNERSHIP.

             (a)     AMOUNT BENEFICIALLY OWNED:

                     329,142

             (b)     PERCENT OF CLASS:

                     6.7%





                               Page 3 of 6 pages

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           (c)     NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                   (i)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE

                                    329,142

                   (ii)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE

                                    0

                   (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                                    329,142

                   (iv)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                                    0


ITEM 5.      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

             Not applicable

ITEM 6.      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

             The Reporting Person is an employee benefit plan subject to the
             provisions of the Employee Retirement Income Security Act of 1974.
             As such, the participants in and beneficiaries of the Genovese
             Drug Stores, Inc. Employee Stock Ownership Plan & Trust are
             entitled to dividends from and proceeds from the sale of the
             securities owned by the Reporting Person in accordance with the
             terms of the Reporting Person's plan documents and applicable law.

ITEM 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

             Not applicable

ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

             Not applicable

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP.

             Not applicable

ITEM 10.     CERTIFICATION.

             "By signing below I certify that, to the best of my knowledge and
             belief, the securities referred to above were acquired in the
             ordinary course of business and were not acquired for the purpose
             of and do not have the effect of changing or influencing the
             control of the issuer of such securities and were not acquired in
             connection with or as a participant in any transaction having such
             purpose or effect."





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                                   SIGNATURE

                 After reasonable inquiry and to the best of my knowledge and
         belief, I certify that the information set forth in this statement is
         true, complete and correct.


                                                 February 7, 1995
                                    -------------------------------------------
                                                      (Date)

                                                /s/ Jerome Stengel
                                    -------------------------------------------
                                                     (Signature)


                                             Jerome Stengel, as Trustee
                                    -------------------------------------------
                                                    (Name/Title)





                               Page 5 of 6 pages

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             ANNEX A TO SCHEDULE 13G OF GENOVESE DRUG STORES, INC.
                     EMPLOYEE STOCK OWNERSHIP PLAN & TRUST

The aggregate number of shares shown as beneficially owned by the Reporting
Person includes the effect of a 10% stock dividend paid in January 1995.





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