SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FINAL AMENDMENT TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934)
_____________
RITE AID CORPORATION
(NAME OF ISSUER)
RITE AID CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE 2006
(TITLE OF CLASS OF SECURITIES)
767754 AE 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
FRANKLIN C. BROWN
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL
RITE AID CORPORATION
30 HUNTER LANE
CAMP HILL, PA 17011
TELEPHONE: (717) 761-2633
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
NANCY A. LIEBERMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
JUNE 25, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO
SECURITY HOLDERS)
JULY 30, 1996
(DATE OF AMENDMENT)
Calculation of Filing Fee
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$ 205,866,771 $ 41,173.35
* The transaction valuation upon which the filing fee
was based was calculated as follows: The purchase
price of the Zero Coupon Convertible Subordinated
Notes due 2006 (the "Notes"), as described herein, is
$514.86 per $1,000 principal amount outstanding at
stated maturity. As of June 25, 1996, there were
$399,850,000 in aggregate principal amount at maturity
outstanding, resulting in an aggregate purchase price,
assuming all Notes are tendered, of $205,866,771. The
filing fee was calculated as follows: One-fiftieth of
1% of $205,866,771 equals $41,173.35.
[x] Check box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was
previously paid. Identify the previous filing
by registration statement number, or the form
or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $41,173.35 FILING PARTY: RITE AID CORPORATION
FORM OR REGISTRATION NO.: SCHEDULE 13E-4 DATE FILED: JUNE 25, 1996
This Final Amendment, dated July 30, 1996, amends the
Issuer Tender Offer Statement on Schedule 13E-4
("Schedule 13E-4") filed with the Securities and Exchange
Commission on June 25, 1996 by Rite Aid Corporation, a
Delaware corporation (the "Company"), relating to the
Company's offer to purchase for cash (the "Offer to
Purchase") any and all Zero Coupon Convertible
Subordinated Notes due 2006 of the Company (the "Notes"),
at the option of each holder thereof, at a purchase price
of $514.86 for each $1,000 principal amount at stated
maturity of Notes (the "Purchase Price"), upon the terms
and subject to the conditions set forth in the Offer to
Purchase, dated June 25, 1996, and in the accompanying
Purchase Notice and Letter of Transmittal (the "Purchase
Notice"), dated June 25, 1996, copies of which were
attached to the Schedule 13E-4 as Exhibits (a)(1) and
(a)(2), respectively.
The following information amends the information
previously included in the Schedule 13E-4.
(a) The offer contained in the Offer to Purchase and in
the accompanying Purchase Notice (which together
constituted the "Offer") expired at 12:00 midnight, New
York City time, on Wednesday, July 24, 1996 (the
"Purchase Date").
(b) $27,608,000 principal amount at stated maturity of
Notes (including $196,000 principal amount at stated
maturity of Notes delivered pursuant to notices of
guaranteed delivery), or approximately 6.9% of the then
outstanding Notes, were validly tendered through the
Purchase Date and were not withdrawn and were purchased
by the Company at the Purchase Price, for an aggregate
price of $14,214,254.88.
(c) This Schedule 13E-4 is hereby terminated.
SIGNATURE
After due 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.
Dated: July 30, 1996
RITE AID CORPORATION
By: /s/ Elliot S. Gerson
______________________________
Name: Elliot S. Gerson
Title: Senior Vice President and
Assistant Chief Legal Counsel
