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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-21207
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 11, 1997)
RITE AID CORPORATION
This Prospectus Supplement supplements the Prospectus dated February 11,
1997 (the "Prospectus") of Rite Aid Corporation (the "Company") relating to
shares of Common Stock, par value $1.00 per share, of the Company which may be
offered by the Selling Stockholders from time to time. This Prospectus
Supplement is not complete and may only be delivered with the Prospectus. Terms
used in this Prospectus Supplement that are defined in the Prospectus are used
herein as so defined.
This Prospectus Supplement restates in its entirety the information set
forth under the caption "Selling Stockholders" in the Prospectus.
_______________
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 19, 1997
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SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus Supplement with respect to shares of Common Stock owned by the
Selling Stockholders which are covered by the Prospectus. Except as set forth
below, the number of shares offered pursuant to this Prospectus Supplement and
the accompanying Prospectus for the account of each of the Selling Stockholders
equals the total number of shares of Common Stock owned by each of the Selling
Stockholders as of the date of this Prospectus Supplement.
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Common Stock Ownership
Prior to the Offering(2)
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Name of Selling Stockholders(1) Number Percentage
---------------------------- --------- -------------
<S> <C> <C>
American Manufacturers Mutual Insurance Company......... 42,416 *
American Motorists Insurance Company.................... 56,555 *
BT Investment Partners, Inc............................. 176,735 *
Chemical Investments, Inc............................... 176,735 *
John G. Danhakl(3)...................................... 49,231 *
GANMAX, Inc............................................. 32,559 *
Jackson W. Goodall Jr. & Mary E. Goodall, Trustees of
the Goodall Family Trust DTD 2/9/83(4)................. 40,848 *
Kemper Reinsurance Company.............................. 56,555 *
Leonard I. Green(5)..................................... 16,261 *
Lumbermens Mutual Casualty Company...................... 141,388 *
Merchant Banking LP No. IV.............................. 12,269 *
Merrill Lynch LP Holdings, Inc.......................... 93,772 *
Merrill Lynch, Pierce, Fenner & Smith Incorporated(6)... 85,681 *
Pruco Life Insurance Company............................ 70,694 *
Jonathan D. Sokoloff.................................... 325,218 *
South Ferry No. 2, L.P.................................. 106,041 *
Tardy-Green, Inc.(5).................................... 929,148 *
The Prudential Insurance Company of America(7).......... 1,343,185 1.1%
Christopher V. Walker................................... 371,724 *
Willow III, Inc......................................... 32,559 *
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Total................................................. 4,159,574
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* Less than 1%.
(1) Includes any distributees, pledgees, donees, transferees or other
successors in interest of any Selling Stockholders. Information concerning
the identity of any such persons and their sales of shares of Common Stock
will be set forth in an amendment or supplement to the Prospectus. See
"Plan Of Distribution" in the Prospectus.
(2) Based on 122,783,236 shares of Common Stock outstanding on January 31,
1997, which includes shares of Common Stock issuable as a result of the
Thrifty PayLess Merger upon surrender of the certificates formerly
representing shares of Thrifty PayLess common stock.
(3) In addition to the Shares shown above, Mr. Danhakl owns 50,156 shares of
Common Stock not covered by the Prospectus.
(4) In addition to the Shares shown above, the Goodall Family Trust owns 56,822
shares of Common Stock not covered by the Prospectus.
(5) Leonard I. Green, who became a member of the Board of Directors of the
Company on January 8, 1997, owns all of the stock of Tardy-Green, Inc.
(6) In addition to the Shares shown above, as of January 31, 1997 (the most
recent date for which information is available), Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S") and affiliates may be deemed to
beneficially own in the aggregate 3,856,005 shares of Common Stock
(approximately 3.1%) not covered by the Prospectus. MLPF&S and affiliates
disclaim beneficial ownership of all such shares other than 107,276 such
shares.
(7) In addition to the Shares shown above, The Prudential Insurance Company of
America owns 62,300 shares of Common Stock not covered by the Prospectus.
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