<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 1, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 1-5742
RITE AID CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1614034
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
30 HUNTER LANE
CAMP HILL, PENNSYLVANIA 17011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(717) 761-2633
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK JUNE 1, 1996
--------------------- -----------------
$1.00 PAR VALUE 83,880,828 SHARES
Total number of sequentially numbered pages in this filing, including exhibits
thereto: 3.
---
<PAGE> 2
_______________________________________________________________________________
RITE AID CORPORATION
FORM 10-Q/A
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
_______________________________________________________________________________
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
(a) On June 26, 1996, Rite Aid Corporation held its annual meeting of
stockholders.
(b) The following directors were elected as members of the Board by Proxy at
the meeting:
Timothy Noonan (Term to Expire 1999)
Leonard Stern (Term to Expire 1999)
Nancy Lieberman (Term to Expire 1999)
Henry Taub (Term to Expire 1997)
The following directors' terms of office continued after the meeting:
Franklin Brown (Term to Expire 1997)
Martin Grass (Term to Expire 1997)
Preston Robert Tisch (Term to Expire 1997)
Gerald Tsai, Jr. (Term to Expire 1998)
Alex Grass (Term to Expire 1998)
Philip Neivert (Term to Expire 1998)
(c) A stockholder proposal was introduced at the meeting to redeem preferred
stock purchase rights issued in 1989 unless such issuance is approved by the
affirmative vote of a majority of the outstanding shares at a meeting of the
stockholders. This proposal was approved by the stockholders at the annual
meeting.
(d) No other matters were submitted to a vote of security holders at the
annual stockholders' meeting.
-2-
<PAGE> 3
______________________________________________________________________________
RITE AID CORPORATION
FORM 10-Q/A
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
_______________________________________________________________________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RITE AID CORPORATION
(Registrant)
Date: July 25, 1996 /s/ ELLIOT S. GERSON
------------------- ---------------------------
Elliot S. Gerson
Senior Vice President and
Asst. Chief Legal Counsel
-3-