SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM T-3


                 APPLICATION FOR QUALIFICATION OF INDENTURE
                   UNDER THE TRUST INDENTURE ACT OF 1939

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


                            RITE AID CORPORATION
                            (Name of Applicant)

                               30 Hunter Lane
                       Camp Hill, Pennsylvania 17011
                  (Address of Principal Executive Offices)


                     SECURITIES TO BE ISSUED UNDER THE
                         INDENTURE TO BE QUALIFIED


             TITLE OF CLASS                            AMOUNT
 Senior Secured Notes due March 15, 2006         Up to $149,500,000
                                                 Aggregate principal amount


Approximate date of proposed public offering: As soon as practicable after
the date of effectiveness of this Application for Qualification.


Name and address of agent for service:       Copies to be sent to:
Elliot S. Gerson, Esq.                       Stacy J. Kanter, Esq.
Senior Executive Vice President              Skadden, Arps, Slate, Meagher
  and General Counsel                          & Flom LLP
Rite Aid Corporation                         4 Times Square
30 Hunter Lane                               New York, New York  10036
Camp Hill, Pennsylvania 17011                (212) 735-3000
(717) 761-2633



         1. General Information

               (a)    The Applicant is a corporation.

               (b)    The Applicant was organized under the laws of the
                      State of Delaware, on April 15, 1968.

         2. Securities Act Exemption Applicable

         The Applicant, certain directors, its former chief executive
officer Martin Grass, its former president Timothy Noonan, its former chief
financial officer Frank Bergonzi, and its former auditor KPMG LLP were
named as defendants in a number of lawsuits, most of which purport to be
class actions, brought on behalf of stockholders who purchased the
Applicant's securities on the open market between May 2, 1997 and November
10, 1999. Most of the complaints asserted claims under Sections 10 and 20
of the Securities Exchange Act of 1934, based upon the allegation that the
Applicant's financial statements for fiscal 1997, fiscal 1998 and fiscal
1999 fraudulently misrepresented the Applicant's financial position and
results of operation for those periods. All of these cases were
consolidated in the United States District Court for the Eastern District
of Pennsylvania (the "District Court"). On November 8, 2000, certain of the
defendants in this action, including the Applicant and the Applicant's
outside director defendants, entered into a memorandum of understanding
(the "MOU") setting forth a global resolution of the claims in the class
action lawsuits pending in the District Court and in the Delaware Court of
Chancery. The non-settling defendants are Frank Bergonzi, Martin Grass,
Timothy Noonan and KPMG. Thereafter, on December 19, 2000, the parties to
the MOU entered into a stipulation and agreement of settlement (the
"Settlement").

         The terms of the Settlement, inter alia, contemplate that, the
Applicant will pay $43,500,000 in cash (the "Cash Consideration"), which
will be fully funded by the Applicant's officers' and directors' liability
insurance. In addition, the Applicant is required to issue to the
plaintiffs 20,000,000 shares of the Applicant's common stock, valued over a
10-day trading period in January 2002. The valuation determined was less
than $7.75 per share. In accordance with the terms of the Settlement, if
the value determined was less than $7.75 per share, the Applicant has the
option to deliver any combination of common stock, cash and notes, with a
total value of $149,500,000. As additional consideration for the
Settlement, the Applicant has assigned to the plaintiffs all of the
Applicant's claims against the above named executives and KPMG LLP.

         On December 20, 2000, the District Court preliminarily approved
the Settlement, set a hearing as to the fairness, reasonableness and
adequacy of the Settlement for April 6, 2001, and authorized notice of the
proposed Settlement to be sent to all class members. The notice informed
class members of their rights including their rights to object to the
proposed Settlement and pursue their claims separately. The hearing
occurred on April 6, 2001.

         On June 8, 2001, the District Court issued a memorandum and order,
declining to approve the Settlement. The District Court found that the
"economic aspects" of the settlements "have great merit and manifestly
benefit the Class and Rite Aid," but that the proposed bar orders were
unacceptable. Leave was granted to the settling parties to submit revised
settlement stipulations by June 25, 2001. Prior to June 25, 2001, the
settling parties submitted revised settlement stipulations in accordance
with the District Court's order. On August 17, 2001, the District Court
issued a revised order of final judgment and dismissal, overruling
objections that were filed and approving the revised Settlement, including
the revised bar order. Thereafter, also on August 17, 2001, the case was
dismissed with prejudice as to the settling parties and without prejudice
as to the non-settling parties. In September 2001, certain non-settling
parties appealed the District Court's orders. The appeals (the "Appeals")
are before the U.S. Court of Appeals for the Third Circuit, and oral
argument is scheduled for April 2002.

         In accordance with the terms of the Settlement, as approved by the
District Court, the Applicant will issue to the plaintiffs the Cash
Consideration and Senior Secured Notes due March 15, 2006 (the "Notes") having
an aggregate principal amount of $149,500,000 and bearing interest at (i) up
to and including the date of the resolution of the Appeals, the Initial
Floating Interest Rate (as defined in the Indenture), and (ii) following the
date of the resolution of the Appeals, the Reset Interest Rate (as defined in
the Indenture), pursuant to an indenture (the "Indenture") between the
Applicant and BNY Midwest Trust Company, as trustee (the "Trustee"), to be
dated upon effectiveness of this Application. The Notes will be issued by the
Applicant and held in escrow by First Union National Bank, as escrow agent,
pending the resolution of the Appeals and the determination of the Reset
Interest Rate.

         The Applicant relies upon the exemption set forth in Section 3(a)(10)
of the Securities Act of 1933, as amended (the "Act"), as the basis for the
issuance of the Notes pursuant to the Indenture without registration under the
Act.

                                AFFILIATIONS

         3. Affiliates

         The following table sets forth the holders of more than five percent
of the common stock of Rite Aid Corporation as of February 15, 2002, including
their respective percentages of voting securities, or other bases of control.

                                                       Percentage of Voting
                                                        Securities Owned(1)
      Leonard I. Green..............................      11.3%(2)
      Jonathan D. Sokoloff..........................      11.3%(3)
      Green Equity Investors III, L.P...............      11.2%(4)
      Putnam Investments, LLC.......................      10.5%(5)
      FMR Corporation...............................       8.7%(6)
      Putnam Investment Management, LLC.............       7.6%(7)
      J.P. Morgan Chase & Co........................       7.1%(8)


1    Based on the number of shares of Common Stock outstanding as of
     December 29, 2001.

2    This amount includes 64,799,299 shares beneficially owned by Green
     Equity Investors III, L.P., which is affiliated with Leonard Green &
     Partners, L.P., of which Mr. Green is an executive officer and equity
     owner, and 990,000 shares owned by Verdi Group, Inc., over which Mr.
     Green has beneficial ownership. Mr. Green is a director of the
     Applicant.

3    This amount includes 64,799,299 shares beneficially owned by Green
     Equity Investors III, L.P., which is affiliated with Leonard Green &
     Partners, L.P., of which Mr. Sokoloff is an executive officer and
     equity owner.  Mr. Sokoloff is a director of the Applicant.

4    Assuming conversion of all Class D preferred stock by Green Equity
     Investors III, L.P.

5    This amount, which is disclosed in a report on Schedule 13G dated
     February 5, 2002, includes 39,099,432 shares in respect of which
     Putnam Investments, LLC and Putnam Investment Management, LLC share
     dispositive power and 15,108,552 shares in respect of which Putnam
     Investments, LLC and The Putnam Advisory Company, LLC share
     dispositive power.

6    This amount, which is disclosed in a report on Schedule 13G dated
     February 14, 2002 by FMR Corporation, includes 39,308,273 shares in
     respect of which Fidelity Management & Research Company holds sole
     dispositive power and 3,872,033 shares over which Fidelity Management
     Trust Company holds sole dispositive power (including 3,035,533 shares
     over which it also holds voting power). Both Fidelity Management
     Research Company and Fidelity Management Trust Company are
     wholly owned subsidiaries of FMR Corporation. This amount also
     includes 1,866,500 shares over which Fidelity International Limited
     holds sole voting and dispositive power. A partnership controlled by
     Edward C. Johnson III, who also controls FMR Corporation, has the
     right to cast 39.89% of the votes cast by holders of Fidelity
     International Limited voting stock. FMR Corporation and Fidelity
     International Limited state that the shares held by Fidelity
     International Limited need not be aggregated for the purposes of
     Section 13(d) of the Securities Act of 1934, as amended; however, FMR
     Corporation has voluntarily filed its report as if all the shares were
     beneficially owned by FMR Corporation. Abigail P. Johnson and Edward
     C. Johnson 3d, together with members of their family, are the
     predominant owners of the Class B shares of common stock of FMR
     Corporation, representing approximately 49% of the voting power of FMR
     Corporation. Ms. Johnson owns 24.5% of the voting stock and is a
     director of FMR Corporation. Mr. Johnson owns 12.0% of the voting
     stock and is Chairman of FMR Corporation. Members of the Johnson
     family and other Class B Stockholders are parties to a voting
     agreement under which each party agrees to vote its Class B Shares in
     accordance with the vote of the majority vote of shares of the
     parties.

7    This amount, which is disclosed in a report on Schedule 13G dated
     February 5, 2002, includes 39,099,432 shares in respect of which
     Putnam Investment Management, LLC and Putnam Investments, LLC share
     dispositive power.

8    This amount, as reflected in a report on Form 4 filed on April 10,
     2001 by J.P. Morgan Chase & Co., consists of 36,657,610 shares of
     common stock.




                                                                                          Percentage of Entity's
                                                                                          Voting Securities Owned
Name of Subsidiary                                                                        or Controlled Directly or
                                                          Subsidiary of                   Indirectly by Applicant

                                                                                    
Ann & Government Streets - Mobile, Alabama, LLC           Harco, Inc.                     100.0%
Apex Drug Stores, Inc.                                    Perry Drug Stores, Inc.         100.0%
Baltimore/Annapolis Boulevard and Governor Richie
Highway-Glen Burnie, Maryland, LLC                        Rite Aid of Maryland, Inc.      100.0%
Broadview and Wallings-Broadview Heights Ohio, Inc.       Rite Aid Corporation            100.0%
Central Avenue and Main Street - Petal, MS, LLC           K & B Mississippi Corporation   100.0%
Dominion Action One Corporation                           Rite Aid Corporation            100.0%
Dominion Action Two Corporation                           Rite Aid Corporation            100.0%
Dominion Action Three Corporation                         Rite Aid Corporation            100.0%
Dominion Action Four Corporation                          Rite Aid Corporation            100.0%
Dominion Drug Stores Corporation                          Rite Aid Corporation            100.0%
Drug Fair, Inc.                                           Rite Aid Corporation            100.0%
Drug Fair of PA, Inc.                                     Rite Aid Corporation            100.0%
Eagle Managed Care Corp.                                  Rite Aid Corporation            100.0%
Eighth and Water Streets-Uhrichsville, Ohio, LLC           Rite Aid of Ohio, Inc.          100.0%
England Street - Asheland Corporation                     Rite Aid Corporation            100.0%
Fairground, LLC                                           Rite Aid of Virginia, Inc.      100.0%
GDF, Inc.                                                 Rite Aid Corporation            100.0%
Gettysburg and Hoover - Dayton, Ohio, LLC                 Rite Aid of Ohio, Inc.          100.0%
Gray Drug Stores, Inc.                                    Rite Aid Corporation            100.0%
Gratiot & Center-Saginaw Township, Michigan, LLC          Rite Aid of Michigan, Inc.      100.0%
Harco, Inc.                                               Rite Aid Corporation            100.0%
Jaime Nathan Travis Corporation                           Rite Aid Corporation            100.0%
K & B, Incorporated                                       Rite Aid Corporation            100.0%
K & B Alabama Corporation                                 Virginia Corporation            100.0%
K & B Florida Corporation                                 Virginia Corporation            100.0%
K & B Louisiana Corporation                               Virginia Corporation            100.0%
K & B Mississippi Corporation                             Virginia Corporation            100.0%
K & B Services, Incorporated                              Virginia Corporation            100.0%
K & B Tennessee Corporation                               Virginia Corporation            100.0%
K & B Texas Corporation                                   Virginia Corporation            100.0%
K & B Trainees, Inc.                                      Virginia Corporation            100.0%
Katz & Bestoff, Inc.                                      Virginia Corporation            100.0%
Keystone Centers, Inc.                                    Rite Aid Corporation            100.0%
Lakehurst and Broadway Corporation                        Rite Aid Corporation            100.0%
Laverdiere's Enterprises, Inc.                            Rite Aid of Maine, Inc.         100.0%
Mayfield & Chillicothe Roads - Chesterland, LLC           Rite Aid of Ohio, Inc.          100.0%
Munson & Andrews, LLC                                     Rite Aid of Ohio, Inc.          100.0%
Name Rite, LLC                                            Thrifty PayLess, Inc.           100.0%
Northline & Dix - Toledo - Southgate, LLC                 Rite Aid of Michigan, Inc.      100.0%
Ocean Acquisition Corporation                             Rite Aid Corporation            100.0%
PDS-1 Michigan, Inc.                                      Perry Drug Stores, Inc.         100.0%
P.L.D. Enterprises, Inc.                                  Thrifty PayLess, Inc.           100.0%
PL Xpress, Inc.                                           Thrifty PayLess, Inc.           100.0%
Patton Drive and Navy Boulevard Property Corporation      Rite Aid Corporation            100.0%
Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC  Rite Aid of Michigan, Inc.      100.0%
Perry Distributors, Inc.                                  Perry Drug Stores, Inc.         100.0%
Perry Drug Stores, Inc.                                   Rite Aid Corporation            100.0%
Portfolio Medical Services, Inc.                          Rite Aid Corporation            100.0%
RDS Detroit, Inc.                                         Perry Drug Stores, Inc.         100.0%
Rack Rite Distributors, Inc.                              Rite Aid Corporation            100.0%
Ram-Utica, Inc.                                           Rite Aid Corporation            100.0%
Reads, Inc.                                               Rite Aid of Maryland, Inc.      99.9%
Rite Aid Drug Palace, Inc.                                Rite Aid Corporation            100.0%
Rite Aid Hdqtrs. Corp.                                    Rite Aid Corporation            100.0%
Rite Aid Lease Management Company                         Thrifty Corporation             See notes 1 and 2
Rite Aid of Alabama, Inc.                                 Rite Aid Corporation            100.0%
Rite Aid of Connecticut, Inc.                             Rite Aid Corporation            100.0%
Rite Aid of Delaware, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of Florida, Inc.                                 Rite Aid Corporation            100.0%
Rite Aid of Georgia, Inc.                                 Rite Aid Corporation            100.0%
Rite Aid of Illinois, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of Indiana, Inc.                                 Rite Aid Corporation            100.0%
Rite Aid of Kentucky, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of Maine, Inc.                                   Rite Aid Corporation            100.0%
Rite Aid of Maryland, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of Massachusetts, Inc.                           Rite Aid Corporation            100.0%
Rite Aid of Michigan, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of New Hampshire, Inc.                           Rite Aid Corporation            100.0%
Rite Aid of New Jersey, Inc.                              Rite Aid Corporation            100.0%
Rite Aid of New York, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of North Carolina, Inc.                          Rite Aid Corporation            100.0%
Rite Aid of Ohio, Inc.                                    Rite Aid Corporation            100.0%
Rite Aid of Pennsylvania, Inc.                            Rite Aid Corporation            100.0%
Rite Aid of South Carolina, Inc.                          Rite Aid Corporation            100.0%
Rite Aid of Tennessee, Inc.                               Rite Aid Corporation            100.0%
Rite Aid of Vermont, Inc.                                 Rite Aid Corporation            100.0%
Rite Aid of Virginia, Inc.                                Rite Aid Corporation            100.0%
Rite Aid of Washington, D.C., Inc.                        Rite Aid Corporation            100.0%
Rite Aid of West Virginia, Inc.                           Rite Aid Corporation            100.0%
Rite Aid Realty Corp.                                     Rite Aid Lease Management
                                                          Company                         100.0%
Rite Aid Risk Management Corp.                            Rite Aid Corporation            100.0% (see note 3)
Rite Aid Rome Distribution Center, Inc.                   Rite Aid Corporation            100.0%
Rite Aid Transport, Inc.                                  Rite Aid Corporation            100.0%
Rite Aid Venturer #1, Inc.                                Rite Aid Corporation            100.0%
Rite Fund, Inc.                                           Rite Aid Corporation            100.0%
Rite Investments Corp.                                    Rite Aid Corporation            100.0%
Rx Choice, Inc.                                           Rite Aid Corporation            100.0%
Script South, Inc.                                        Harco, Inc.                     100.0%
Seven Mile and Evergreen - Detroit, LLC                   Rite Aid of Michigan, Inc.      100.0%
Silver Springs Road-Baltimore, Maryland/One, LLC          Sophie One Corp.                100.0%
Silver Springs Road-Baltimore, Maryland/Two, LLC          Sophie One Corp.                100.0%
Sophie One Corp.                                          Rite Aid Corporation            100.0%
State & Fortification Streets - Jackson, Mississippi, LLC K & B Mississippi Corporation   100.0%
State Street and Hill Road-Gerard, Ohio, LLC              Rite Aid of Ohio, Inc.          100.0%
Super Distributors, Inc.                                  Virginia Corporation            100.0%
Super Ice Cream Suppliers, Inc.                           Virginia Corporation            100.0%
Super Laboratories, Inc.                                  Virginia Corporation            100.0%
Super Pharmacy Network, Inc.                              Virginia Corporation            100.0%
Super Tobacco Distributors, Inc.                          Virginia Corporation            100.0%
The Lane Drug Company                                     Rite Aid Corporation            100.0%
The Muir Company                                          Rite Aid Corporation            100.0%
Thrifty Corporation                                       Thrifty PayLess, Inc.           100.0%
Thrifty PayLess, Inc.                                     Rite Aid Corporation            100.0%
Thrifty Wilshire, Inc.                                    Thrifty Corporation             100.0%
Tyler and Sanders Road - Birmingham-Alabama, LLC          Harco, Inc.                     100.0%
Virginia Corporation                                      K & B, Incorporated             100.0%
W.R.A.C., Inc.                                            Rite Aid Corporation            100.0%
112 Burleigh Avenue Norfolk, LLC                          Rite Aid of Virginia, Inc.      100.0%
537 Elm Street Corporation                                Rite Aid Corporation            100.0%
657-659 Broadway St. Corp.                                Rite Aid Corporation            100.0%
764 South Broadway-Geneva, Ohio, LLC                      Rite Aid of Ohio, Inc.          100.0%
1515 West State Street Boise, Idaho, LLC                  Thrifty PayLess, Inc.           100.0%
1525 Cortyou Road - Brooklyn Inc.                         Rite Aid of New York, Inc.      100.0%
1740 Associates, LLC                                      Rite Aid of Michigan, Inc.      100.0%
3581 Carter Hill Road - Montgomery Corp.                  Rite Aid Corporation            100.0%
4042 Warrensville Center Road - Warrensville Ohio, Inc.   Rite Aid Corporation            100.0%
5277 Associates, Inc.                                     Rite Aid Corporation            100.0%
5600 Superior Properties, Inc.                            Rite Aid Corporation            100.0%

Inactive Subsidiaries
---------------------
Rite Aid Funding, LLC                                     Rite Aid Corporation            100.0%
912 Elmwood Avenue - Buffalo, LLC                         Rite Aid of New York, Inc.      100.0%
Drug Palace, Inc.                                         Rite Aid Corporation            100.0%
East Stone Drive & Bloomingdale Pike - Kingsport,
Tennessee, LLC                                            Rite Aid of Tennessee, Inc.     100.0%
Euclid and Wilders Roads - Bay City, LLC                  Rite Aid of Michigan, Inc.      100.0%
Fiona One Corp.                                           Rite Aid Corporation            100.0%
Fiona Three Corp.                                         Rite Aid Corporation            100.0%
Fiona Two Corp.                                           Rite Aid Corporation            100.0%
Gettysburg & Germantown, LLC                              Rite Aid of Ohio, Inc.          100.0%
Grand River & Fenkell, LLC                                Rite Aid Corporation            100.0%
Louisville Avenue & North 18th Street-Monroe, Louisiana,
LLC                                                       K & B Louisiana Corporation     100.0%
Main and McPherson - Clyde, LLC                           Rite Aid of Ohio, Inc.          100.0%
Pharmacy Card, Inc.                                       Rite Aid Corporation            100.0%
Richmond Road & Monticello Boulevard - Richmond Heights,
Ohio, LLC                                                 Rite Aid of Ohio, Inc.          100.0%
Rite Aid of Rhode Island, Inc.                            Rite Aid Corporation            100.0%
Rite Inventory Management Corporation                     Rite Aid Corporation            100.0%
Route 1 & Hood Road - Fredericksburg, LLC                 Rite Aid of Virginia, Inc.      100.0%
Route 202 at Route 124 Jaffrey-New Hampshire, LLC         Rite Aid of New Hampshire, Inc. 100.0%
Rx USA, Inc.                                              Rite Aid Corporation            80.0%
Sophie Three Corp.                                        Rite Aid Corporation            100.0%
Sophie Two Corp.                                          Rite Aid Corporation            100.0%
TP Retail Corporation                                     Rite Aid Corporation            100.0%
White Shield, Inc.                                        Rite Aid of Pennsylvania, Inc.  100.0%

Notes
-----
#1 - Rite Aid Lease Management Corp. - Common stock owned 64% Thrifty Corporation, 23% Thrifty PayLess, 13% Rite
Aid Corporation.
#2 - Rite Aid Lease Management Corp. - Preferred stock is nonvoting participating.  Owned 100% Lehman Brothers.
#3 - Rite Aid Risk Management Corp. - Preferred stock is non-voting participating.  Class B Preferred Stock is
owned by Marsh and McLennan Companies, Inc and Class C Preferred Stock is owned by Pine Grove Associates.



                           MANAGEMENT AND CONTROL

         4. Directors and Executive Officers

         The following table lists the names and offices held by all
directors and executive officers of the Applicant as of the date of this
Application. The mailing address for each of the individuals listed in the
following table is:

                          c/o Rite Aid Corporation
                               30 Hunter Lane
                       Camp Hill, Pennsylvania 17011




Name                                                  Office/Position Held
----                                                  --------------------

                                                   
Robert G. Miller......................................Chairman and Chief Executive Officer
Mary F. Sammons.......................................Director, President and Chief Operating Officer
David R. Jessick......................................Senior Executive Vice President and Chief Administrative
                                                        Officer
Elliot S. Gerson......................................Senior Executive Vice President and General Counsel
John T. Standley......................................Senior Executive Vice President and Chief Financial
                                                          Officer
James P. Mastrian.....................................Senior Executive Vice President, Marketing and Logistics
Christopher Hall......................................Executive Vice President, Finance and Accounting
Mark Panzer...........................................Executive Vice President, Store Operations
Eric Sorkin...........................................Executive Vice President, Pharmacy Services
Kevin Twomey..........................................Senior Vice President and Chief Accounting Officer
Robert B. Sari........................................Senior Vice President, Deputy General Counsel and
                                                        Secretary
William J. Bratton....................................Director
Alfred M. Gleason.....................................Director
George G. Golleher....................................Director
Leonard I. Green......................................Director
Nancy A. Lieberman....................................Director
Stuart M. Sloan.......................................Director
Jonathan D. Sokoloff..................................Director




         5. Principal Owners of Voting Securities

         Based on public filings, as of February 15, 2002, the owners of 10
percent or more of the Applicant's voting securities are as follows:




------------------------------------ ------------------------ -------------------------- ----------------------------
Name and Complete Mailing Address    Title of Class Owned     Amount Beneficially Owned  Percentage of Voting
                                                                                         Securities Beneficially
                                                                                         Owned(1)
------------------------------------ ------------------------ -------------------------- ----------------------------
                                                                                
Leonard I. Green                     Common Stock             65,893,299                 11.4%(2)
------------------------------------ ------------------------ -------------------------- ----------------------------
Jonathan D. Sokoloff                 Common Stock             65,504,535                 11.3%(3)
------------------------------------ ------------------------ -------------------------- ----------------------------
Green Equity Investors III, L.P.     Common Stock             64,799,299                 11.2%(4)
------------------------------------ ------------------------ -------------------------- ----------------------------
Putnam Investments, LLC              Common Stock             54,207,984                 10.5%(5)
------------------------------------ ------------------------ -------------------------- ----------------------------

1    Based on the number of shares of Common Stock outstanding as of December
     29, 2001.

2    This amount includes 64,799,299 shares beneficially owned by Green Equity
     Investors III, L.P., which is affiliated with Leonard Green & Partners,
     L.P., of which Mr. Green is an executive officer and equity owner, and
     990,000 shares owned by Verdi Group, Inc., over which Mr. Green has
     beneficial ownership. Mr. Green's mailing address is c/o Rite Aid
     Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011.

3    This amount includes 64,799,299 shares beneficially owned by Green Equity
     Investors III, L.P., which is affiliated with Leonard Green & Partners,
     L.P., of which Mr. Sokoloff is an executive officer and equity owner, and
     200,000 shares owned by Jonathan D. Sokoloff and Cheryl D. Sokoloff
     Family Trust over which Mr. Sokoloff may be deemed to have beneficial
     ownership. Mr. Sokoloff's mailing address is c/o Rite Aid Corporation, 30
     Hunter Lane, Camp Hill, Pennsylvania 17011.

4    Assuming conversion of all Class D preferred stock by Green Equity
     Investors III, L.P. The mailing address for Green Equity Investors III, L.P.
     is c/o Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011.

5    This amount, which is disclosed in a report on Schedule 13G dated February
     5, 2002, includes 39,099,432 shares in respect of which Putnam Investments,
     LLC and Putnam Investment Management, LLC share dispositive power and
     15,108,552 shares in respect of which Putnam Investments, LLC and The
     Putnam Advisory Company, LLC share dispositive power. The mailing address
     for Putnam Investments, LLC is One Post Office Square, Boston,
     Massachusetts 02109.



                                UNDERWRITERS

         6. Underwriters

               (a)    The following is a list of each person who, within
                      three years prior to the date of filing the
                      application, acted as an underwriter of any
                      securities of the Applicant which are outstanding as
                      of the date of this Application.




UNDERWRITER                        MAILING ADDRESS               TITLE OF CLASS
-----------                        ---------------               UNDERWRITTEN
                                                                 --------------

                                                           
Salomon Smith Barney Inc.          388 Greenwich Street          4.75% Convertible Notes
                                   New York, NY 10013            Due December 1, 2006

                                                                 11 1/4% Senior Notes Due 2008

Credit Suisse First Boston         Eleven Madison Avenue         11 1/4% Senior Notes Due 2008
Corporation                        New York, NY  10010

J.P. Morgan Securities Inc.        270 Park Ave.                 4.75% Convertible Notes
                                   New York, NY 10017            Due December 1, 2006

                                                                 11 1/4% Senior Notes Due 2008

Fleet Securities, Inc.             26 Broadway                   11 1/4% Senior Notes Due 2008
                                   New York, NY 10004



               (b)    Not applicable.


                             CAPITAL SECURITIES

         7. Capitalization

               (a)    The debt securities and capital stock of the
                      Applicant as of February 15, 2002:





Title of Class                                         Amount Authorized        Amount Outstanding

                                                                           
Capital Stock (in number of shares)
   Common Stock, par value $1.....................         1,000,000,000         515,085,296 (at
                                                                                 12/29/01)
   Preferred Stock, par value $1..................            20,000,000         --
   Series C Convertible Preferred Stock...........             2,250,000         0
   8% Series D Cumulative Convertible
    Pay-in-Kind Preferred Stock..................              6,000,000         3,495,990

Debt Securities (amount in aggregate principal
amount):
   6.7% notes due 2001............................          $350,000,000         $7,342,000
   5.25% convertible subordinated notes due 2002..          $650,000,000         $152,010,000
   10.50% senior secured notes due 2002...........          $467,500,000         $21,879,000
   6.0% dealer remarketable securities due 2003...          $200,000,000         $85,050,000
   6.0% notes due 2005............................          $200,000,000         $194,500,000
   7.625% notes due 2005..........................          $200,000,000         $198,000,000
   12.5% senior secured notes due 2006............          $152,025,000         $143,739,000
   4.75% convertible notes due 2006...............          $250,000,000         $242,625,000
   7.125% notes due 2007..........................          $350,000,000         $350,000,000
   6.125% notes due 2008..........................          $150,000,000         $150,000,000
   11.25% senior notes due 2008...................          $150,000,000         $150,000,000
   6.875% senior debentures due 2013..............          $200,000,000         $200,000,000
   7.7% notes due 2027............................          $300,000,000         $300,000,000
   6.875% debentures due 2028.....................          $150,000,000         $150,000,000


               (b)    The rights of each class of voting securities
                      referred to above are as follows:

         Common Stock. The holders of common stock are entitled to receive
ratably, from funds legally available for the payment thereof, dividends
when and as declared by resolution of the Applicant's Board of Directors,
subject to any preferential dividend rights granted to the holders of any
outstanding preferred stock. Each holder of common stock is entitled to one
vote for such share registered in his name on the Applicant's books on all
matters submitted to a vote of stockholders. Except as otherwise provided
by law, the holders of common stock vote as one class. The shares of common
stock do not have cumulative voting rights. As a result, subject to the
voting rights of the holders of any shares of the Applicant's preferred
stock which may at the time be outstanding, the holders of common stock
entitled to exercise more than 50% of the voting rights in an election of
directors can elect 100% of the directors to be elected in a particular
year if they choose to do so. In such event, the holders of the remaining
common stock voting for the election of directors will not be able to elect
any persons to the Applicant's Board of Directors.

         Holders of the Applicant's common stock do not have preemptive,
subscription, redemption or conversion rights. The outstanding shares of
common stock are duly authorized, validly issued, fully paid and
nonassessable.

         Preferred Stock. Under the Applicant's Charter, the Applicant's
Board of Directors has the authority, without further stockholder action,
to issue from time to time up to a maximum of 20,000,000 shares of
preferred stock, in one or more series and for such consideration as may be
fixed from time to time by the Board, and to fix before the issuance of any
shares of preferred stock of a particular series, the designation of such
series, the number of shares to comprise such series, the dividend rate or
rates payable with respect to the shares of such series, the redemption
price or prices, if any, and the terms and conditions of any redemption,
the voting rights, any sinking fund provisions for the redemption or
purchase of the shares of such series, the terms and conditions upon which
the shares are convertible or exchangeable, if they are convertible or
exchangeable, and any other relative rights, preferences and limitations
pertaining to such series.

         Series C Convertible Preferred Stock. There are no shares of the
Series C preferred stock outstanding. Each holder of Series C preferred
stock is entitled to vote with the holders of common stock and each holder
is entitled to one vote for each whole share of common stock issuable upon
conversion of the holder's Series C preferred stock.

         8% Series D Cumulative Convertible Pay-in-Kind Preferred Stock. In
the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Applicant, holders of Series D preferred stock shall be
entitled to receive out of the Applicant's assets legally available for
distribution to stockholders, before any distribution of assets is made to
holders of common stock or any other class or series of capital stock
ranking junior to the Series D preferred stock, a liquidation preference of
$100, subject to certain adjustments, plus all accrued and unpaid dividends
thereon. If, upon any voluntary or involuntary liquidation, dissolution or
winding up of the Applicant, the amounts payable to holders of Series D
preferred stock and any other shares of preferred stock ranking as to such
distribution on a parity with the Series D preferred stock are not paid in
full, the holders of Series D preferred stock and of such other shares of
preferred stock will share ratably in any such distribution of the
Applicant's assets in proportion to the full respective preferential
amounts to which they are entitled.

         Each holder of Series D preferred stock is entitled to vote with
holders of common stock and each holder of Series D preferred stock is
entitled to one vote for each share of common stock issuable upon
conversion of such holder's Series D preferred stock. The holders of Series
D preferred stock are entitled to vote separately as a class to elect two
directors to the Applicant's Board of Directors.

         Each share of Series D preferred stock is convertible into the
number of shares of the Applicant's common stock equal to the liquidation
preference divided by the conversion price, which is $5.50 per share,
subject to certain anti-dilution adjustments.

         Each holder of Series D preferred stock is entitled to receive
cumulative preferential dividends at the rate of 8.0% on the liquidation
preference, payable quarterly in arrears. Dividends shall be paid, at the
Applicant's option, either in cash, additional shares of Series D preferred
stock, or a combination thereof. From time to time, on or after October 25,
2004, the Applicant may redeem shares of Series D preferred stock at 105%
of the liquidation preference plus any unpaid partial dividends to the
applicable redemption date. Holders of Series D preferred stock have no
preemptive rights to subscribe for any additional securities which the
Applicant may issue. The Applicant has granted the holders of Series D
preferred stock certain registration rights with respect to the Series D
preferred stock and the common stock into which the Series D preferred
stock may be converted.


                            INDENTURE SECURITIES

         8. Analysis of Indenture Provisions

         The following is a general description of certain provisions of
the Indenture to be qualified and is subject in its entirety by reference
to the form of the Indenture to be qualified, filed as Exhibit T3C hereto.
Terms used below have the same meanings as in the Indenture.

               (a) Defaults under the Indenture.

         The events of Default set forth in the Indenture include:

                     (i) default for 30 days in payment of interest on the
         Notes;

                     (ii) default in payment of principal when due;

                     (iii) failure by the Applicant, or any of the Subsidiary
         Guarantors (as defined in the Indenture), (after the specified grace
         period) to comply with the provisions of the Indenture relating to
         merger, consolidation and sale of assets;

                     (iv) failure by the Applicant, or any of the Subsidiary
         Guarantors (as defined in the Indenture), (after specified notice to
         it and after the specified grace period), to observe or perform any
         other covenant, condition or agreement in the Indenture;

                     (v) the default under any instrument governing other
         indebtedness of the Applicant, which (x) shall occur as a result of
         failure to pay principal at final maturity of such indebtedness
         (after specified notice to it and after the specified grace period),
         or (y) which shall result in the declaration of such indebtedness to
         be due and payable prior to its scheduled maturity, provided, in each
         case, the aggregate of such indebtedness, together with the principal
         amount or any other indebtedness under which there has been such
         failure or default, is at least $10,000,000;

                     (vi) default under the Second Priority Facilities (as
         defined in the Indenture) which (x) results in the declaration of
         such indebtedness to be due and payable prior to its scheduled
         maturity, or (y) which permits the lenders under any of the Second
         Priority Facilities to declare such indebtedness to be due and
         payable prior to its scheduled maturity, provided such default
         continues for 25 days and which, in the case of (y) above, has not
         been remedied or cured pursuant to the terms of the Second Priority
         Facilities;

                     (vii) certain events of bankruptcy or insolvency relating
         to the Applicant or certain of its subsidiaries as specified in the
         Indenture;

                     (viii) any guarantee under the Second Priority Subsidiary
         Guarantee Agreement (as defined in the Indenture) ceasing to be in
         full force and effect, other than in accordance with the terms of the
         Indenture or the Second Priority Subsidiary Guarantee Agreement (as
         defined in the Indenture), or any Subsidiary Guarantor (as defined in
         the Indenture) denying or disaffirming its obligations under that
         agreement; and

                     (ix) the material impairment of the security interests
         under the Second Priority Collateral Documents (as defined in the
         Indenture) other than due to the satisfaction in full of all
         obligations thereunder and under the Indenture and the discharge of
         the Second Priority Collateral Documents (as defined in the
         Indenture) and the Indenture, or any security interest created under
         the Indenture being declared invalid or unenforceable, or the
         Applicant or any of its Subsidiaries (as defined in the Indenture)
         asserting that any such security interest is invalid or
         unenforceable.

         The Indenture provides that the Trustee will give the Note holders
notice of all defaults under the Indenture, provided that, in the case of
default described in paragraph (iv) above, no such notice shall be given
until at least 30 days after the occurrence of the default in the payment
of principal of or interest on any of the Notes.

         In case any Event of Default (as defined in the Indenture) will
occur and be continuing, the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, may direct the Trustee to
declare the principal of and all accrued interest on all the Notes to be
due and payable immediately. If an Event of Default (as defined in the
Indenture) as described in paragraph (vii) above occurs, the principal and
any accrued interest on the outstanding Notes shall become immediately due
and payable without any declaration or other act of the Trustee or any
holder of the Notes. At any time after such declaration has been made and
prior to the Trustee obtaining a decree or judgment for payment of the
money due such declaration may be rescinded by holders of a majority in
principal amount of the Notes, if (x) all existing Events of Default, other
than non-payment of the Notes that have become due and payable due to the
Trustee's declaration, have been cured or waived, and (y) the Applicant has
paid or deposited with the Trustee a sum sufficient to pay all overdue
interest on the Notes and interest on overdue interest, the principal and
interest on all Notes that have become due and payable other than by the
Trustee's declaration, and certain expenses and compensation of the
Trustee. If the Event of Default is one of the certain events of bankruptcy
or insolvency specified in the Indenture to constitute an Event of Default,
all outstanding Notes shall be due and payable immediately without further
action or notice.

         Defaults may be waived by the holders of a majority in principal
amount of the Notes, upon the conditions provided in the Indenture, except
that such holders may not waive a default in payment of principal or
interest on the Notes, or a default in respect of a covenant or provision
which, under the terms of the Indenture, cannot be modified or amended
without the consent of the holders of each outstanding Note affected by
such covenant or provision.

         The Indenture provides that the Applicant will file annually with
the Trustee a certificate regarding compliance by the Applicant with the
terms of the Indenture and specifying any defaults of which the signers may
have knowledge.

               (b) Authentication and Delivery of the Notes.

         The Notes to be issued under the Indenture may from time to time
be executed on behalf of the Applicant by its chairman of the board of
directors, its vice chairman, its president, one of its vice presidents or
its secretary and delivered to the Trustee for authentication and delivery
in accordance with the Applicant's order and the Indenture. No Note shall
be valid unless it bears a certificate of authentication, as provided in
the Indenture, executed by manual signature of the Trustee, and such
certificate shall be conclusive evidence that such Note has been duly
authenticated under the Indenture.

         There will be no proceeds (and therefore no application of such
proceeds) from the issuance of the Notes because the Notes will be issued
as part of an exchange for claims of the plaintiffs pursuant to the
Settlement.

               (c) Release or Substitution of Property.

         Under the terms set forth in the Intercreditor Agreement, (as
defined in the Indenture), liens on property held as Collateral (as defined
in the Intercreditor Agreement) being disposed of in a permitted
disposition will be released automatically upon consummation of such
disposition, without the need for any consent or approval by any party,
including, without limitation, the Trustee. The necessary parties are
required to execute such documents as are reasonably necessary to
effectuate such release at the expense of the Applicant.

         In addition, liens on any Collateral may be released in whole or
in part by the Second Priority Collateral Trustee (as defined in the
Indenture) pursuant to written directions signed by the Second Priority
Instructing Group (as defined in the Intercreditor Agreement). The release
of all or substantially all of the Second Priority Collateral (as defined
in the Intercreditor Agreement) requires the written consent of all Second
Priority Secured Parties (as defined in the Intercreditor Agreement). To
the extent the obligations owing to any Second Priority Secured Party are
paid in full (and any commitments related thereto are terminated), the
consent of such party shall not be required for any release.

               (d) Satisfaction and Discharge of the Indenture.

         The Indenture will be discharged and will cease to be of further
effect, (except as to (i) rights of registration of transfer and exchange
and the Applicant's right of optional redemption, (ii) substitution of
destroyed, lost or stolen Notes, (iii) rights of holders to receive payment
of principal and interest on the Notes, (iv) rights, obligations and
immunities of the Trustee, and (v) rights of the holders of the Notes as
beneficiaries of the Indenture with respect to property deposited with the
Trustee payable to all or any of them) when:

               (i) either (1) all the Notes that have been authenticated
         (other than Notes which were destroyed, lost or stolen and which
         were replaced or paid or Notes for whose payment money has
         theretofore been deposited in trust and thereafter repaid to the
         Applicant) have been delivered to the Trustee for cancellation; or
         (2) all Notes that have not been delivered to the Trustee for
         cancellation have become due and payable, or will become due and
         payable within one year; or (3) are to be called for redemption
         within one year under arrangements satisfactory to the Trustee for
         giving the notice of redemption by the Trustee in the name, and at
         the expense, of the Applicant, and, in the case of (1), (2) or (3)
         above, the Applicant has deposited or caused to be deposited with
         the Trustee as trust funds in trust for the purpose sufficient to
         pay and discharge the entire indebtedness on the Notes not
         delivered to the Trustee for cancellation, including the
         principal and interest on such Notes to maturity or redemption;

               (ii) the Applicant has paid or caused to be paid all other
         sums payable under the Indenture by the Applicant; and

               (iii) the Applicant has delivered to the Trustee an
         Officers' Certificate (as defined in the Indenture) and an Opinion
         of Counsel (as defined in the Indenture) each stating that all
         conditions precedent relating to the satisfaction and discharge of
         the Indenture have been complied with.

         All money deposited with the Trustee, as described above, shall be
held in trust and applied by it, in accordance with the provisions of the
Notes and the Indenture, to the payment of the principal and interest for
whose payment such money has been deposited with the Trustee. However, any
money deposited with the Trustee, or any Paying Agent (as defined in the
Indenture), or then held by the Applicant, in trust for the payment of the
principal of or interest on any Note and remaining unclaimed for two years
after such principal or interest has become due and payable shall promptly
be paid to the Applicant on the Applicant's request, or (if then held by
the Applicant) shall be discharged from such trust; and the holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Applicant for payment thereof, and all liability of the Trustee with
respect to such trust money, and all liability of the Applicant as trustee
thereof, shall cease, provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense
of the Applicant cause to be published once, in a newspaper in English
language customarily published once on each Business Day (as defined in the
Indenture) and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification,
publication and mailing, any unclaimed balance of such money then remaining
will promptly be repaid to the Applicant.

               (e) Evidence of Compliance with Conditions.

         The Indenture requires that the Applicant will deliver to the
Trustee, annually, a certificate regarding compliance by the Applicant with
the terms of the Indenture and specifying any defaults of which the signers
may have knowledge.

         Upon any request or application by the Applicant to the Trustee to
take any action under the Indenture, the Applicant is required to furnish
to the Trustee an Officer's Certificate (as defined in the Indenture), or
an Opinion of Counsel (as defined in the Indenture), as may be required by
the Trustee, to the effect that all conditions and covenants, if any,
provided for in the Indenture relating to the proposed actions have been
satisfied.

         9. Other Obligors

         Each of the following Subsidiary Guarantors (as defined in the
Indenture) have jointly and severally guaranteed the Applicant's payment
obligations under the Indenture. The mailing address for each of the
following is:

                          c/o Rite Aid Corporation
                               30 Hunter Lane
                       Camp Hill, Pennsylvania 17011

112 Burleigh Avenue Norfolk, LLC
1515 West State Street Boise, Idaho, LLC
1525 Cortyou Road - Brooklyn Inc.
1740 Associates, LLC
3581 Carter Hill Road - Montgomery Corp.
4042 Warrensville Center Road - Warrensville Ohio, Inc.
5277 Associates, Inc.
537 Elm Street Corporation
5600 Superior Properties, Inc.
657-659 Broadway St. Corp.
764 South Broadway- Geneva, Ohio, LLC
Ann & Government Streets- Mobile, Alabama, LLC
Apex Drug Stores, Inc.
Baltimore/Annapolis Boulevard & Governor Richie Hwy-Glen Burnie, MD, LLC
Broadview and Wallings -Broadview Heights Ohio, Inc.
Central Avenue and Main Street- Petal, MS, LLC
Dominion Action Four Corporation
Dominion Action One Corporation
Dominion Action Three Corporation
Dominion Action Two Corporation
Dominion Drug Stores Corporation
Drug Fair of PA, Inc.
Drug Fair, Inc.
Eagle Managed Care Corp.
Eighth and Water Streets- Uhrichsville, Ohio, LLC
England Street-Asheland Corporation
GDF, Inc.
Gettysburg and Hoover-Dayton, Ohio, LLC
Gratiot & Center- Saginaw Township, Michigan, LLC
Harco, Inc.
Jaime Nathan Travis Corporation
K&B Alabama Corporation
K&B Florida Corporation
K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Inc.
K&B Tennessee Corporation
K&B Texas Corporation
K&B Trainees, Inc.
K&B, Incorporated
Katz & Besthoff, Inc.
Keystone Centers, Inc.
Lakehurst and Broadway Corporation
Mayfield & Chillicothe Roads- Chesterland, LLC
Munson & Andrews, LLC
Name Rite, LLC
Northline & Dix- Toledo- Southgate, LLC
Ocean Acquisition Corporation
P.L.D. Enterprises, Inc.
Patton Drive and Navy Boulevard Property Corporation
Paw Paw Lake Road & Paw Paw Avenue- Coloma, Michigan, LLC
PDS-1 Michigan, Inc.
Perry Distributors, Inc.
Perry Drug Stores, Inc.
PL Xpress, Inc.
Portfolio Medical Services, Inc.
Rack Rite Distributors, Inc.
Ram-Utica, Inc.
RDS Detroit, Inc.
Reads, Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Delaware, Inc.
Rite Aid of Florida, Inc.
Rite Aid of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maine, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of New York, Inc.
Rite Aid of North Carolina, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid of West Virginia, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Transport, Inc.
Rite Aid Venturer #1, Inc.
Rite Fund, Inc.
Rite Investments Corporation
Rx Choice, Inc.
Script South, Inc.
Seven Mile and Evergreen- Detroit, LLC
Silver Springs Road- Baltimore, Maryland/One, LLC
Silver Springs Road- Baltimore, Maryland/Two, LLC
Sophie One Corp.
State & Fortification Streets- Jackson, Mississippi, LLC
State Street and Hill Road- Gerard, Ohio, LLC
Super Distributors, Inc.
Super Ice Cream Suppliers, Inc.
Super Laboratories, Inc.
Super Pharmacy Network, Inc.
Super Tobacco Distributors, Inc.
The Lane Drug Company
The Muir Company
Thrifty Corporation
Thrifty PayLess, Inc.
Thrifty Wilshire, Inc.
Tyler and Sanders Roads, Birmingham- Alabama, LLC
Virginia Corporation
W.R.A.C., Inc.
Fairground, LLC
Laverdiere's Enterprises, Inc.


         Contents of Application for Qualification. This application for
qualification comprises:

               (a)    Pages numbered 1 to 20 consecutively.

               (b)    The statement of eligibility and qualification on
                      Form T-1 of BNY Midwest Trust Company, as Trustee
                      under the Indenture to be qualified (included
                      as Exhibit 25.1 hereto).

               (c)    The following Exhibits in addition to those filed as
                      part of the statement of eligibility and
                      qualification of such Trustee:

Exhibit T3A.1         Restated Certificate of Incorporation dated December
                      12, 1996 (filed as Exhibit 3(i) to the Applicant's
                      Form 8-K filed on November 2, 1999 and incorporated
                      by reference herein).

Exhibit T3A.2         Certificate of Amendment to the Restated Certificate
                      of Incorporation dated October 25, 1999 (filed as
                      Exhibit 3(ii) to the Applicant's Form 8-K filed on
                      November 2, 1999 and incorporated by reference herein).

Exhibit T3A.3         Series C Preferred Stock Certificate of Designation
                      dated June 26, 2001 (filed as Exhibit 3.3 to the
                      Applicant's Registration Statement on Form S-1, File
                      No. 333-64950, filed on July 12, 2001 and
                      incorporated by reference herein).

Exhibit T3A.4         Certificate of Amendment to Restated Certificate of
                      Incorporation dated June 27, 2001 (filed as Exhibit
                      3.4 to the Applicant's Registration Statement on Form
                      S-1, File No 333-64960, filed on July 12, 2001 and
                      incorporated by reference herein).

Exhibit T3.5          8% Series D Cumulative Convertible Pay-in-Kind
                      Preferred Stock Certificate of Designation dated
                      October 3, 2001 (filed as Exhibit 3.5 to the
                      Applicant's Quarterly Report on Form 10-Q, filed on
                      October 12, 2001 and incorporated by reference herein).

Exhibit T3B.1         By-laws, as amended on November 8, 2000 (filed as
                      Exhibit 3.1 to the Applicant's Form 8-K filed on
                      November 13, 2000 and incorporated by reference herein).

Exhibit T3B.2         Amendment to By-laws, adopted January 30, 2002.

Exhibit T3C           Form of Indenture between Rite Aid Corporation, and
                      BNY Midwest Trust Company, as Trustee.

Exhibit T3D.1         Stipulation and Agreement of Settlement of the class
                      action and derivative lawsuits, dated as of December
                      18, 2001.

Exhibit T3D.2         Memorandum of the United States District Court for
                      the Eastern District of Pennsylvania, dated June 8, 2001.

Exhibit T3D.3         Revised Order and Final Judgment of United States
                      District Court for the Eastern District of
                      Pennsylvania, dated August 16, 2001.

Exhibit T3D.4         Revised Order of Final Judgment and Dismissal of
                      United States District Court for the Eastern District
                      of Pennsylvania, dated August 16, 2001.

Exhibit T3F           Cross-reference sheet (included as part of Exhibit T3C).

Exhibit 25.1          Form T-1 qualifying BNY Midwest Trust Company as
                      Trustee under the Indenture to be qualified.



                                 SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939,
the applicant, Rite Aid Corporation, a corporation organized and existing
under the laws of State of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of New York, and
State of New York, on the 4th day of March 2002.


[SEAL]                                       RITE AID CORPORATION

                                             By: /s/ Elliot S. Gerson
                                                -----------------------------
                                                (Name) Elliot S. Gerson

                                                Senior Executive Vice President
                                                and General Counsel
                                                -----------------------------
                                                (Title)


Attest: /s/ Robert B. Sari
       -------------------------
       Robert B. Sari
       Secretary