Filed pursuant to Rule 424(b)(3)
                                                           File No. 333-82872


PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated May 17, 2002)

                                 $250,000,000
                             RITE AID CORPORATION
                     4.75% Convertible Notes due 2006 and
                       38,461,539 Shares of Common Stock
                     Issuable upon Conversion of the Notes

         This prospectus supplement supplements the prospectus, dated
May 17, 2002 of Rite Aid Corporation, as supplemented June 5, 2002, relating
to the sale from time to time by certain of our security holders (including
their transferors, donees, pledgees or successors) of up to $250,000,000
aggregate principal amount at maturity of our 4.75% Convertible Notes due
2006 and the shares of common stock issuable upon conversion of the notes.
You should read this prospectus supplement in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.

         The table of selling security holders contained in the prospectus is
hereby amended to add the entities who are named below as selling security
holders:






                                  Aggregate principal                                                 Percentage
                                  amount at maturity       Percentage       Number of shares of        of shares
                                    of  notes that          of notes         common stock that      of common stock
Name                                 may be sold           outstanding        may be sold (1)        outstanding (2)
----                              -------------------    ---------------    --------------------    -----------------
                                                                                           
Ramius LP.....................     $    250,000                *                   38,462               *
RGC Baldwin LP................     $    500,000                *                   76,923               *
Salomon Smith Barney..........     $  1,245,000                *                  191,538               *

-----------
* Less than one percent

(1) Assumes conversion of all of the holder's notes at a conversion rate of 153.846 shares of common stock per $1,000
principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described under
"Description of Notes--Conversion Rights." As a result, the number of shares of common stock issuable upon conversion of
the notes may increase or decrease in the future.

(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 515,113,894 shares of common stock outstanding as
of May 1, 2002. In calculating this amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all that holder's notes, but we did not assume conversion of any other holder's notes.



         Investing in the notes or shares of Rite Aid common stock involves
risks that are described in the "Risk Factors" section beginning on page 10 of
the prospectus.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            The date of this prospectus supplement is June 11, 2002.