under other debentures in addition to what is available under the revolving credit facility. The senior secured facility also allows for the repurchase of any debt with a maturity on or before September 22, 2009, and for the repurchase of debt with a maturity after September 22, 2009, if we maintain availability on the revolving credit facility of at least $300.0 million.

The senior secured credit facility contains customary covenants, which place restrictions on the incurrence of debt beyond the restrictions described above, the payments of dividends, mergers and acquisitions and the granting of liens. The senior secured credit facility also requires us to meet certain financial covenant ratios, but only if availability on the revolving credit facility is less than $300.0 million. If availability on the revolving credit facility had been less than $300.0 million, the covenants would have required us to maintain a maximum leverage ratio of 5.60:1 for the twelve months ended May 28, 2005. Subsequent to May 28, 2005, the ratio gradually decreases to 3.20:1 for the twelve months ended August 29, 2009. In addition, if the availability on the revolving credit facility had been less than $300.0 million, we would have been required to maintain a minimum fixed charge ratio of 1.05:1 for the twelve months ended May 28, 2005. Subsequent to May 28, 2005, the ratio gradually increases to 1.25:1 for the twelve months ending August 29, 2009.

The senior secured credit facility provides for customary events of default including nonpayments, misrepresentation, breach of covenants and bankruptcy. It is also an event of default if we fail to make any required payment on debt having a principal amount in excess of $25.0 million or any event occurs that enables, or which with the giving of notice or the lapse of time would enable, the holder of such debt to accelerate the maturity of such debt.

Our ability to borrow under the senior credit facility is based upon a specified borrowing base consisting of inventory and prescription files. At May 28, 2005, the term loan was fully drawn and we had no borrowings outstanding under the revolving credit facility. At May 28, 2005, we also had letters of credit outstanding against the revolving credit facility of $112.3 million, which gave us additional borrowing capacity of $837.7 million at May 28, 2005.

Off Balance Sheet Obligations

We maintain receivables securitization agreements with several multi-seller asset-backed commercial paper vehicles. Under the terms of the securitization agreements, we sell substantially all of our eligible third party pharmaceutical receivables to a bankruptcy remote Special Purpose Entity (SPE) and retain servicing responsibility. The assets of the SPE are not available to satisfy the creditors of any other person, including any of our affiliates. These agreements provide for us to sell, and for the SPE to purchase these receivables, and for the SPE to borrow the funds secured by these receivables of up to $400.0 million. The amount of receivables funded at any one time is dependent upon a formula that takes into account such factors as default history, obligor concentrations and potential dilution. Adjustments to this amount can occur on a weekly basis. At May 28, 2005, proceeds from the sale of receivables to the SPE totaled $150.0 million. At May 28, 2005, we retained an interest in the third party pharmaceutical receivables in the form of overcollateralization of $402.1 million, which is included in accounts receivable, net, on the consolidated balance sheet at allocated cost, which approximates fair value.

We must pay an ongoing program fee of approximately LIBOR plus 1.125% on the amount sold to the SPE under the securitization agreements and must pay a liquidity fee of 0.375% on the daily unused amount under the securitization agreements. The program and the liquidity fees are recorded as a component of selling, general and administrative expenses. Rite Aid Corporation guarantees certain performance obligations of its affiliates under the securitization agreements, but does not guarantee the collectibility of the receivables and obligor creditworthiness.

The vehicles that make loans to the SPE have a commitment to lend that ends September 2005 with the option to annually extend the commitment to purchase. Should any of the vehicles fail to renew their commitment, we have access to a backstop credit facility, which is backed by the entities that make loans to the SPE's. The backstop facility is committed through September 2007.

As of May 28, 2005, we had no material off balance sheet arrangements, other than the receivables securitization agreements described above. Our contractual cash obligations and commitments, which

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consist primarily of debt, capital and operating leases, open purchase orders, lease guarantees and outstanding letters of credit have not changed materially from the amounts disclosed in our Fiscal 2005 10-K.

Sale Leaseback Transaction

On May 9, 2005, we sold the land and buildings on 9 owned stores to an independent third party. Proceeds from the sale were $24.1 million. We entered into an agreement to lease the stores back from the purchaser over a minimum lease term of 20 years. We are accounting for 7 of the leases as operating leases. A gain related to sale of the 7 stores of $3.8 million has been deferred and is being recorded over the minimum lease term. We are accounting for the remaining 2 leases as capital leases, as the lease agreements contain a clause that allows the buyer to force us to repurchase the property under certain conditions. We have recorded capital lease obligations of $5.4 million related to these leases.

Other

In June 2005, we called for the early redemption of all of our outstanding $150.0 million aggregate principal amount of our 11.25% senior notes due July 2008. The 11.25% senior notes will be redeemed on July 15 at their contractually determined early redemption price of 105.625% of the principal amount, plus accrued interest. To fund this redemption, we plan to use one of or a combination of the following sources of funds: available cash on hand, our accounts receivable securitization agreements or our revolving credit facility.

The aggregate annual principal payments of long-term debt for the remainder of fiscal 2006, excluding the early redemption described above, and the succeeding four fiscal years are as follows: 2006-$42.9 million, 2007-$576.7 million, 2008-$5.1 million, 2009-$304.8 million, 2010-$429.9 million, and $1,613.0 million in 2011 and thereafter. At May 28, 2005 we were in compliance with restrictions and limitations included in the provisions of various loan and credit agreements.

Net Cash Provided by/Used in Operating, Investing and Financing Activities

Our operating activities provided $172.8 million of cash in the thirteen week period ended May 28, 2005 and provided $216.6 million of cash in the thirteen week period ended May 29, 2004. Operating cash flow for the thirteen week period ended May 28, 2005 was provided by net income of $33.4 million, net income tax refunds of $5.9 million, increases in accounts payables and decreases in accounts receivable, which offset $43.5 million in interest payments and increases in inventory. Operating cash flow for the thirteen week period ended May 29, 2004 was provided through net income of $63.7 million, income tax refunds of $36.0 million, increases in accounts payable and decreases in accounts receivable, which offset $52.2 million in interest payments and increases in inventory.

Cash used in investing activities was $22.1 million for the thirteen week period ended May 28, 2005 due to expenditures for property, plant and equipment and intangible assets, offset by proceeds from sale-leaseback transaction and proceeds from asset dispositions. Cash used in investing activities was $38.3 million for the thirteen week period ended May 29, 2004 due to expenditures for property, plant and equipment and intangible assets, offset by proceeds from asset dispositions.

Cash used in financing activities was $178.5 million for the thirteen week period ended May 28, 2005 due to the impact of scheduled debt payments, the change in zero balance cash accounts and preferred stock cash dividend payments. Cash used in financing activities was $12.8 million for the thirteen week period ended May 29, 2004, due to the impact of scheduled debt payments and the change in zero balance cash accounts.

Capital Expenditures

During the thirteen week period ended May 28, 2005, we spent $49.7 million on capital expenditures, consisting of $28.0 million related to new store construction, store relocation and store remodel projects, $13.7 million related to technology enhancements, improvements to distribution centers and other

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corporate requirements and $8.0 million related to the purchase of prescription files from independent pharmacists. We plan to make total capital expenditures of approximately $350 to $400 million during fiscal 2006. These expenditures consist of approximately $235 to $250 million related to new store construction, store relocation and store remodel projects, $80 to $110 million dedicated to technology enhancements, improvements to distribution centers and other corporate requirements, and $35 to $40 million dedicated to the purchase of prescription files from independent pharmacies. Management expects that these capital expenditures will be financed primarily with cash flow from operations and proceeds from sale-leaseback transactions.

During the thirteen week period ended May 29, 2004, we spent $41.8 million on capital expenditures, consisting of $19.4 million related to new store construction, store relocation and other store construction projects and $22.4 million related to other store improvement activities and the purchase of prescription files from independent pharmacists.

Future Liquidity

We are highly leveraged. Our high level of indebtedness: (i) limits our ability to obtain additional financing; (ii) limits our flexibility in planning for, or reacting to, changes in our business and the industry; (iii) places us at a competitive disadvantage relative to our competitors with less debt; (iv) renders us more vulnerable to general adverse economic and industry conditions; and (v) requires us to dedicate a substantial portion of our cash flow to service our debt. Based upon current levels of operations and planned improvements in our operating performance, management believes that cash flow from operations together with cash equivalent investments, sales of accounts receivable under our securitization agreements and available borrowing under the senior secured credit facility and other sources of liquidity will be adequate to meet our anticipated annual requirements for working capital, debt service and capital expenditures through the end of fiscal 2006. We will continue to assess our liquidity position and potential sources of supplemental liquidity in light of our operating performance and other relevant circumstances. Should we determine, at any time, that it is necessary to seek additional short-term liquidity, we will evaluate our alternatives and take appropriate steps to obtain sufficient additional funds. The restrictions on the incurrence of additional indebtedness in our senior secured credit facility and several of our bond indentures may limit our ability to obtain additional funds. There can be no assurance that any such supplemental funding, if sought, could be obtained or, if obtained, would be on terms acceptable to us.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "Shared-Based Payment". This Standard requires companies to account for share-based payments to associates using the fair value method of expense recognition. This standard is required to be adopted as of the first fiscal year beginning after June 15, 2005. We have not yet adopted SFAS No. 123R. However, as we have adopted the fair value recognition provisions of SFAS No. 123, we do not expect the adoption of SFAS No. 123R to have a material impact on our financial position or results of operations.

In March 2005, the FASB issued Interpretation No. 47 ("FIN 47"), "Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB Statement No. 143". FIN 47 required an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 states that a conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing or method of settlement are conditional upon a future event that may or may not be within control of the entity. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Retrospective application for the interim financial information is permitted but not required. Early adoption of FIN 47 is encouraged. We have not quantified the impact of adopting FIN 47, but do not expect the adoption to have a material impact on our financial position or results of operations.

Factors Affecting Our Future Prospects

For a discussion of risks related to our financial condition, operations and industry, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview" and "—Factors Affecting our Future Prospects" included in our Fiscal 2005 10-K.

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ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

Our future earnings, cash flow and fair values relevant to financial instruments are dependent upon prevalent market rates. Market risk is the risk of loss from adverse changes in market prices and interest rates. The major market risk exposure is changing interest rates. Increases in interest rates would increase our interest expense. Since the end of fiscal 2005, our primary risk exposure has not changed. We enter into debt obligations to support capital expenditures, acquisitions, working capital needs and general corporate purposes. Our policy is to manage interest rates through the use of a combination of variable-rate credit facilities, fixed-rate long-term obligations and derivative transactions.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal payments and the related weighted average interest rates by expected maturity dates as of May 28, 2005.

				2006				2007				2008				2009				2010				Thereafter				Total				Fair Value at May 28, 2005
				(dollars in thousands)
Long-term debt, including current portion
Fixed rate				$	38,418			$	572,201			$	632			$	300,329			$	119			$	1,612,952			$	2,524,651			$	2,350,198
Average interest rate					6.02	%			7.48	%			8.00	%			8.69	%			8.00	%			7.65	%			8.01	%
Variable rate					4,500				4,500				4,500				4,500				429,750				—				447,750				447,750
Average interest rate					4.83	%			4.83	%			4.83	%			4.83	%			4.83	%			0.0	%			4.83	%

As of May 28, 2005, 15.1% of our total debt is subject to fluctuations in variable interest rates.

Our ability to satisfy interest payment obligations on our outstanding debt will depend largely on our future performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. If we do not have sufficient cash flow to service our interest payment obligations on our outstanding indebtedness and if we cannot borrow or obtain equity financing to satisfy those obligations, our business and results of operations will be materially adversely affected. We cannot assure you that any such borrowing or equity financing could be successfully completed.

In addition to the financial instruments listed above, the program fees incurred on proceeds from the sale of receivables under our receivables securitization agreements are determined based on LIBOR.

ITEM 4.    Controls and Procedures

(a) Disclosure Controls and Procedures.    Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately, and on a timely basis and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective at the reasonable assurance level.

(b) Changes In Internal Control Over Financial Reporting.    There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    Legal Proceedings

Not Applicable.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

We have not sold any unregistered equity securities covered by this report, nor have we repurchased any equity securities during the period covered by this report.

ITEM 3.    Defaults Upon Senior Securities

Not applicable.

ITEM 4.    Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the security holders during the thirteen week period ended May 28, 2005.

ITEM 5.    Other Information

Not applicable.

ITEM 6.    Exhibits

(a)    The following exhibits are filed as part of this report.

Exhibit Numbers				Description				Incorporation By Reference To
	3.1			Restated Certificate of Incorporation dated December 12, 1996				Exhibit 3(i) to Form 8-K, filed on November 2, 1999
	3.2			Certificate of Amendment to the Restated Certificate of Incorporation dated February 22, 1999				Exhibit 3(ii) to Form 8-K, filed on November 2, 1999
	3.3			Certificate of Amendment to the Restated Certificate of Incorporation dated June 27, 2001				Exhibit 3.4 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
	3.4			7.0% Series E Mandatory Convertible Preferred Stock Certificate of Designation dated January 25, 2005				Exhibit 3.1 to Form 8-K, filed on February 1, 2005
	3.5			8% Series F Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation dated January 28, 2005				Exhibit 3.1 to Form 8-K, filed on February 2, 2005
	3.6			7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation dated January 28, 2005				Exhibit 3.2 to Form 8-K, filed on February 2, 2005
	3.7			6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock Certificate of Designation dated January 28, 2005				Exhibit 3.3 to Form 8-K, filed on February 2, 2005
	3.8			By-laws, as amended on November 8, 2000				Exhibit 3.1 to Form 8-K, filed on November 13, 2000
	3.9			Amendment to By-laws, adopted January 30, 2002				Exhibit T3B.2 to Form T-3, filed on March 4, 2002

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Exhibit Numbers				Description				Incorporation By Reference To
	4.1			Indenture, dated August 1, 1993 by and between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Debentures due 2027, 7.625% Senior Notes due 2005 and 6.875% Senior Debentures due 2013				Exhibit 4A to Registration Statement on Form S-3, File No. 033-63794, filed on June 3, 1993
	4.2			Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association as successor to Morgan Guaranty Trust Company of New York, to the Indenture dated as of August 1, 1993, relating to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Debentures due 2027, 7.625% Senior Notes due 2005 and 6.875% Senior Debentures due 2013				Exhibit 4.1 to Form 8-K filed on February 7, 2000
	4.3			Indenture, dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company's 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Senior Debentures due 2028				Exhibit 4.1 to Registration Statement on Form S-4, File No. 333-74751, filed on March 19, 1999
	4.4			Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank, related to the Company's 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Senior Debentures due 2028				Exhibit 4.4 to Form 8-K, filed on February 7, 2000
	4.5			Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer and State Street Bank and Trust Company, as trustee, related to the Company's 12.50% Senior Secured Notes due 2006				Exhibit 4.7 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
	4.6			Indenture, dated as of June 27, 2001 between Rite Aid Corporation, as issuer and BNY Midwest Trust Company, as trustee, related to the Company's 11¼% Senior Notes due 2008				Exhibit 4.8 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
	4.7			Indenture, dated as of November 19, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 4.75% Convertible Notes due December 1, 2006				Exhibit 4.3 to Form 10-Q, filed on January 15, 2002
	4.8			Indenture, dated as of February 12, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, Related to the Company's 9½% Senior Secured Notes due 2011				Exhibit 4.1 to Form 8-K, filed on March 5, 2003

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Exhibit Numbers				Description				Incorporation By Reference To
	4.9			Indenture, dated as of April 22, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 8.125% Senior Secured Notes due 2010				Exhibit 4.11 to Form 10-K, filed on May 2, 2003
	4.10			Indenture, dated as of May 20, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9.25% Senior Notes due 2013				Exhibit 4.12 to Form 10-Q, filed on July 3, 2003
	4.11			Indenture, dated as of January 11, 2005, among the Company, the subsidiary guarantors described therein, and BNY Midwest Trust Company, as Trustee, related to the Company's 7.5% Senior Secured Notes due January 15, 2005				Exhibit 99.2 to Form 8-K, filed on January 13, 2005
	11			Statement regarding computation of earnings per share. (See Note 3 to the condensed consolidated financial statements)				Filed herewith
	31.1			Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.				Filed herewith
	31.2			Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.				Filed herewith
	32			Certification of CEO and CFO pursuant to 18 United States Code, Section 1350, as adopted persuant to Section 906 of the Sarbanes-Oxley Act of 2002				Filed herewith

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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.

Date: June 30, 2005				RITE AID CORPORATION
				By: /s/ ROBERT B. SARI
				Robert B. Sari Senior Vice President and General Counsel
Date: June 30, 2005				By: /s/ JOHN T. STANDLEY
				John T. Standley Senior Executive Vice President, Chief Administrative Officer, and Chief Financial Officer

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