SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              _______________

                             SCHEDULE 14D-1
                             AMENDMENT NO. 5
                          TENDER OFFER STATEMENT
           PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
                               ACT OF 1934
                                   AND
                              SCHEDULE 13D
                             AMENDMENT NO. 5
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              _____________

                             REVCO D.S., INC. 
                         (Name of Subject Company)
                              _____________

                          RITE AID CORPORATION
                       OCEAN ACQUISITION CORPORATION
                              (Bidders)
                            _____________

                COMMON STOCK, PAR VALUE, $.01 PER SHARE
                     (Title of Class of Securities)
                            _____________

                             761339 10 0
                 (CUSIP Number of Class of Securities)
                           _________________
 
                          FRANKLIN C. BROWN, ESQ.
             EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL
                          RITE AID CORPORATION
                             30 HUNTER LANE
                       CAMP HILL, PENNSYLVANIA  17011
                         TELEPHONE: (717) 761-2633
           (Name, Address and Telephone Number of Person Authorized to
            Receive Notices and Communications on Behalf of Bidders)

                              With a Copy to:

                         NANCY A. LIEBERMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                             919 THIRD AVENUE
                         NEW YORK, NEW YORK  10022
                        TELEPHONE:  (212) 735-3000
                              _______________

                Ocean Acquisition Corporation, a Delaware corporation
          (the "Purchaser") and a wholly owned subsidiary of  Rite Aid
          Corporation, a Delaware corporation ("Parent"), and Parent
          hereby amend and supplement their Statement on Schedule 14D-
          1 (the "Schedule 14D-1"), filed with the Securities Exchange
          Commission (the "Commission") on December 4, 1995, with
          respect to the Purchaser's offer to purchase 35,144,833
          shares of common stock, par value $.01 per share (the
          "Shares"), of Revco D.S., Inc., a Delaware corporation (the
          "Company"),  at a price of $27.50 per Share, net to the
          seller in cash, (such price, or such higher price per Share
          as may be paid in the Offer, the "Offer Price") upon the
          terms and subject to the conditions set forth in the Offer
          to Purchase and in the related Letter of Transmittal (which,
          as amended from time to time, together constitute the
          "Offer").  This Amendment No. 5 to the Schedule 14D-1 also
          constitutes Amendment No. 5 to the Statement on Schedule 13D
          of the Purchaser and Parent.  The item numbers and responses
          thereto below are in accordance with the requirements of
          Schedule 14D-1.

          ITEM 10.  ADDITIONAL INFORMATION.

               (f)  On January 16, 1996, Parent issued a press release
          which announced that Parent and the Purchaser have extended
          the expiration date of the Offer to 7:00 p.m., New York City
          time, on Wednesday, January 31, 1996.  The Offer had
          previously been scheduled to expire at 7:00 p.m., New York
          City time, on Tuesday, January 16, 1996.  A copy of the
          press release is filed herewith as exhibit (a)(13) and is
          incorporated by reference herein.

          ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

               (a)(13)   Text of Press Release, dated January 16,
          1996, issued by Parent.


                                   SIGNATURES

               After due inquiry and to the best of my knowledge and
          belief, I certify that the information set forth in this
          statement is true, complete and correct.

          Dated:  January 16, 1996
                                        RITE AID CORPORATION

                                        By:  /s/ Martin L. Grass       
                                           _______________________________
                                           Name:  Martin L. Grass 
                                           Title: Chairman of the Board and 
                                                  Chief Executive Officer
                                           

                                        OCEAN ACQUISITION CORPORATION

                                        By: /s/ Martin L. Grass        
                                           _____________________________
                                           Name:  Martin L. Grass
                                           Title:  President


                                  EXHIBIT INDEX

           
          EXHIBIT
          NUMBER             DESCRIPTION

          (a)(13)        Text of Press Release, dated January
                         16, 1995, issued by Parent.

EX-99

          (RITE AID
          CORPORATION - LOGO)

          CONTACTS:    

          MEDIA:                             INVESTORS:
          SUZANNE MEAD                       FRANK BERGONZI
          VP Corporate Communications        Executive VP and CFO
          (717) 975-5887                     (717) 975-5750

                              JOELE FRANK/CHUCK BURGESS
                              Abernathy MacGregor Scanlon
                              (212) 371-5999

          FOR IMMEDIATE RELEASE      

               RITE AID FURTHER EXTENDS OFFER FOR REVCO
                       ____________________

               CAMP HILL, PA, JANUARY 16, 1996 -- Rite Aid
          Corporation (RAD: NYSE, PSE) and its subsidiary Ocean
          Acquisition Corporation announced today that they have
          extended the expiration date of Ocean Acquisition's
          $27.50 per share cash tender offer to purchase 35,144,833
          shares of common stock of Revco D.S., Inc. (RXR: NYSE) to
          7:00 p.m., New York City time, on Wednesday, January 31,
          1996.  The offer had previously been scheduled to expire
          at 7:00 p.m., on Tuesday, January 16, 1996.  As of 5:00
          p.m., New York City time, on Friday, January 12, 1996,
          22,899,669 shares of Revco common stock (including
          161,974 shares pursuant to guaranteed deliveries) had
          been validly tendered in the offer.  As previously
          announced, Rite Aid is in the process of responding to a
          request for additional information made by the Federal
          Trade Commission pursuant to the Hart-Scott-Rodino
          Antitrust Improvements Act of 1976.

               As previously announced, the tender offer is being
          made pursuant to a merger agreement between Rite Aid,
          Ocean Acquisition and Revco.  The tender offer will be
          followed by a second-step merger in which each share of
          Revco not acquired in the tender offer will be converted
          into the right to receive Rite Aid common stock and/or
          under certain circumstances, cash.

               Rite Aid Corporation, based in Camp Hill,
          Pennsylvania, is the nation's largest drugstore chain,
          with over 2,700 stores in 21 states and the District of
          Columbia.

               General information about Rite Aid including
          corporate background and press releases is available,
          free of charge, through the company's News-On-Demand fax
          service at (800) 916-7788.