S-8

                             Registration Statement No._____

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM S-8

   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        WALGREEN CO.
   (Exact name of registrant as specified in its charter)

       ILLINOIS                              36-1924025
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)



     200 Wilmot Road
     Deerfield, Illinois                        60015
(Address of principal executive offices)      (Zip code)


                        WALGREEN CO.
                       EXECUTIVE STOCK
                         OPTION PLAN
                  (Full title of the plan)

 Julian A. Oettinger                    George C. McKann, Esq.
 Vice President, Secretary              Gardner, Carton & Douglas
 and General Counsel                    321 North Clark Street
 Walgreen Co.                           Quaker Tower
 200 Wilmot Road                        Chicago, Illinois  60610
 Deerfield, Illinois  60015             (312) 644-3000
 (847) 940-2500

(Name, address and telephone number, including area code, of
                     agent for service)

               CALCULATION OF REGISTRATION FEE

____________________________________________________________
                                              Proposed
 Title of                     Amount          maximum
 securities to                to be           offering price
 be registered                registered (1)  per share (2)

 Common Stock
 (par value $ .3125 per share)  8,307,314     $39.375
____________________________________________________________
 Proposed
 maximum                Amount of
 aggregate              registration
 offering price (2)     fee

 $327,100,488.75        $99,121.36
____________________________________________________________

(1)  Together with an indeterminable number of additional
     shares in order to adjust the number of shares reserved
     for issuance pursuant to the plan as the result of a
     stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R.
     Sec. 230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1),
     the proposed maximum offering price per share, proposed
     maximum aggregate offering price and the amount of
     the registration fee are based upon the average of the high
     and low prices reported in the consolidated reporting
     system on January 8, 1997 with respect to 8,307,314 shares
     available for grant under the Walgreen Co. Executive
     Stock Option Plan.

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, as filed with the Securities
and Exchange Commission, are incorporated herein by reference:

     (i)   Form S-8 Registration Statement No. 2-79978,

     (ii)  Post Effective Amendment No. 1 to Form S-8
     Registration Number 2-79978, and

     (iii) Annual Report of Walgreen Co. (the "Registrant")
     on Form 10-K for the year ended August 31, 1996.

All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 after the date hereof and prior to the filing of a post-
effective amendment which indicates that all of the securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of filing such documents.

      The Registrant's Common Stock is registered under
Section 12 of the Exchange Act.  The Registrant also has
Preferred Share Purchase Rights which are registered under
Section 12 of the Exchange Act, and which automatically
trade at this time with the Common Stock.

ITEM 8.  EXHIBITS.

          4.01  Articles of Incorporation, as amended, filed
          as Exhibit 3(a) to Registrant's Annual Report on
          Form 10-K for the year ended August 31, 1995
          (File No. 1-604), and incorporated by reference herein.

          4.02  By-Laws, as amended, filed as Exhibit 4.03 to
          Registrant's Form S-8 Registration Statement on
          July 15, 1992 (Registration No. 33-49676), and
          incorporated by reference herein.

          4.03  Rights Agreement dated as of July 10, 1996,
          between Registrant and Harris Trust and Savings
          Bank, filed as Exhibit 1. to Registration Statement
          on Form 8-A on July 11, 1996 (File No. 1-604), and
          incorporated by reference herein.

          5.01  Opinion of counsel as to legality.

          23.01 Consent of expert.
                        II-1


                         SIGNATURES

      Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Deerfield, State
of Illinois, on January 8, 1997.

                        WALGREEN CO.
                        (Registrant)


                        By:

                              /s/ Roger L. Polark
                              Roger L. Polark
                              Senior Vice President
                              Chief Financial Officer


      Pursuant to the Requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.


Name and Signature           Title            Date


                             Chairman of the
/s/ Charles R. Walgreen III  Board, Chief
Charles R. Walgreen III      Executive        January 8, 1997
                             Officer and
                             Director


                         President,
/s/ L. Daniel Jorndt     Chief Operating      January 8, 1997
L. Daniel Jorndt         Officer and Director



                         Senior Vice President
/s/ Roger L. Polark      and Chief Financial  January 8, 1997
Roger L. Polark          Officer



/s/ Roger H. Clausen     Controller           January 8, 1997
Roger H. Clausen
                        II-2


Name and Signature       Title                Date


                         Director             January _, 1997
William C. Foote


/s/ James J. Howard      Director             January 8, 1997
James J. Howard


/s/ Charles D. Hunter    Director             January 8, 1997
Charles D. Hunter


/s/ Cordell Reed         Director             January 8, 1997
Cordell Reed


/s/ John B. Schwemm      Director             January 8, 1997
John B. Schwemm


/s/ William H. Springer  Director             January 8, 1997
William H. Springer


/s/ Marilou M. von Ferstel  Director          January 8, 1997
Marilou M. von Ferstel
                        II-3


                        EXHIBIT INDEX


       Exhibit No.                     Description


          4.01  Articles of Incorporation, as
                amended, filed as Exhibit 3(a) to
                Registrant's Annual Report on
                Form  10-K for the year ended
                August 31, 1995 (File No. 1-604),
                and incorporated by reference herein.

          4.02  By-Laws, as amended, filed as
                Exhibit 4.03 to Registrant's Form S-8
                Registration Statement on July 15, 1992
                (Registration No. 33-49676), and
                incorporated by reference herein.

          4.03  Rights Agreement dated as of July 10, 1996,
                between Registrant and Harris Trust and
                Savings Bank, filed as Exhibit 1. to Registration
                Statement on Form 8-A on July 11, 1996 (File
                No. 1-604), and incorporated by reference herein.

          5.01  Opinion of counsel as to legality.

          23.01 Consent of expert.

EX-5.01

                                       Exhibit 5.01

                                       [WALGREENS LOGO]
                                       Walgreen Co.
                                       200 Wilmot Road
                                       Deerfield, Illinois 60015


                                       January 8, 1997



Walgreen Co.
200 Wilmot Road
Deerfield, Illinois  60015


Dear Ladies and Gentlemen:

     I have acted as counsel for Walgreen Co., an Illinois
corporation (the "Company"), in connection with the
registration of 8,307,314 shares of the Company's Common
Stock (the "Shares") and the related Preferred Share
Purchase Rights (the "Rights"), on a Registration Statement
on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission.  The Shares and Rights
are issuable in connection with the Company's Executive
Stock Option Plan (the "Plan").  I have examined such
records and documents as I have deemed necessary for the
purpose of this opinion.

     Based upon the foregoing, I am of the opinion that the
Shares and Rights have been duly authorized and, when issued
and delivered in accordance with the terms of the Plan, will
be validly issued, fully paid and non-assessable.

     I consent to the filing of this opinion as Exhibit 5.01
to the Registration Statement.


                                   Very truly yours,


                                   /s/ Julian A. Oettinger
                                   Julian A. Oettinger
                                   Vice President, Secretary
                                      and General Counsel

EX-23.01

                 [Arthur Andersen LLP LOGO]





                                             Exhibit 23.01

          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated September 27, 1996, incorporated by
reference and included in Walgreen Co.'s Form 10-K for the
year ended August 31, 1996, and to all references to our
Firm included in this registration statement.



/s/ ARTHUR ANDERSEN LLP

Chicago, Illinois

January 6, 1997