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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q/A
(Amendment No. 1)


ý
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 27, 2011

OR

o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to          

Commission File Number: 1-5742

RITE AID CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   23-1614034
(I.R.S. Employer
Identification No.)

30 Hunter Lane,
Camp Hill, Pennsylvania
(Address of principal executive offices)
 
17011
(Zip Code)

Registrant's telephone number, including area code: (717) 761-2633.

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report):
 Not Applicable

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
 (Do not check if a
smaller reporting company)		   Smaller reporting company o

        Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange act). Yes o    No ý

        The registrant had 898,743,304 shares of its $1.00 par value common stock outstanding as of September 22, 2011.


Explanatory Note

        Rite Aid Corporation (the "Company") is filing this Amendment No. 1 to its Form 10-Q originally filed with the Securities and Exchange Commission on October 5, 2011 (the "Original Filing"). This Amendment is being filed solely for the purpose of correcting a typographical error in the certification filed as Exhibit 32 to the Original Filing.

1

ITEM 6.    Exhibits

Exhibit
Numbers 		  Description   Incorporation By Reference To
  2.1   Amended and Restated Stockholder Agreement, dated August 23, 2006, amended and restated as of June 4, 2007, by and between Rite Aid Corporation, The Jean Coutu Group (PJC) Inc., Jean Coutu, Marcelle Coutu, Francois J. Coutu, Michel Coutu, Louis Coutu, Sylvie Coutu and Marie-Josee Coutu   Exhibit 2.2 to Form 10-Q, filed on July 12, 2007

 
2.2
 
Letter Agreement to the Amended and Restated Stockholder Agreement, dated April 20, 2010, by and between Rite Aid Corporation and The Jean Coutu Group (PJC) Inc.
 
Exhibit 2.2 to Form 10-Q, filed on July 6, 2010

 
2.3
 
Registration Rights Agreement, dated August 23, 2006, by and between Rite Aid Corporation and The Jean Coutu Group (PJC) Inc.
 
Exhibit 10.2 to Form 8-K, filed on August 24, 2006

 
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
 
Certificate of Amendment to the Restated Certificate of Incorporation, dated June 4, 2007
 
Exhibit 4.4 to Registration Statement on Form S-8, File No. 333-146531, filed on October 5, 2007

 
3.5
 
Certificate of Amendment to the Restated Certificate of Incorporation, dated June 25, 2009
 
Exhibit 3.1 to Form 10-Q, filed on July 8, 2009

 
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
 
Amended and Restated By-Laws
 
Exhibit 3.1 to Form 8-K, filed on January 27, 2010

2

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 7.70% Notes due 2027 and 6.875% Notes 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 7.70% Notes due 2027 and 6.875% Notes 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 6.875% Notes 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 6.875% Notes due 2028
 
Exhibit 4.4 to Form 8-K filed on February 7, 2000

 
4.5
 
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

 
4.6
 
Supplemental Indenture, dated as of June 4, 2007, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture, dated as of May 20, 2003, between Rite Aid Corporation and BNY Midwest Trust Company, related to the Company's 9.25% Senior Secured Notes due 2013
 
Exhibit 4.8 to Form 10-Q, filed on January 9, 2008

3

Exhibit
Numbers 		  Description   Incorporation By Reference To
  4.7   Second Supplemental Indenture, dated as of June 17, 2008, between Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A., as successor trustee, to the Indenture dated as of May 20, 2003, between Rite Aid Corporation and BNY Midwest Trust Company, related to the Company's 9.25% Senior Secured Notes due 2013   Exhibit 4.10 to Form 10-Q, filed on July 10, 2008

 
4.8
 
Indenture, dated as of February 21, 2007, among Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, related to the Company's 7.5% Senior Secured Notes due 2017
 
Exhibit 99.1 to Form 8-K, filed on February 26, 2007

 
4.9
 
Supplemental Indenture, dated as of June 4, 2007, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of February 21, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 7.5% Senior Secured Notes due 2017
 
Exhibit 4.12 to Form 10-Q, filed on January 9, 2008

 
4.10
 
Second Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N.A., as successor trustee, to the Indenture, dated as of February 15, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 7.5% Senior Secured Notes due 2017
 
Exhibit 4.13 to Form 10-Q, filed on July 10, 2008

 
4.11
 
Indenture, dated as of February 21, 2007, between Rite Aid Corporation, as issuer, and The Bank of New York Trust Company, N.A., as trustee, related to the Company's 8.625% Senior Notes due 2015
 
Exhibit 99.2 to Form 8-K, filed on February 26, 2007

4

Exhibit
Numbers 		  Description   Incorporation By Reference To
  4.12   Supplemental Indenture, dated as of June 4, 2007, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture, dated as of February 21, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.625% Senior Secured Notes due 2015   Exhibit 4.14 to Form 10-Q, filed on January 9, 2008

 
4.13
 
Second Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N.A., as successor trustee, to the Indenture, dated as of February 15, 2007, between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.625% Senior Notes due 2015
 
Exhibit 4.16 to Form 10-Q, filed on July 10, 2008

 
4.14
 
Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, related to the Company's 9.375% Senior Notes due 2015
 
Exhibit 4.1 to Form 8-K, filed on June 6, 2007

 
4.15
 
First Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N.A. to the Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., related to the Company's 9.375% Senior Notes due 2015
 
Exhibit 4.18 to Form 10-Q, filed on July 10, 2008

 
4.16
 
Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, related to the Company's 9.5% Senior Notes due 2017
 
Exhibit 4.2 to Form 8-K, filed on June 6, 2007

5

Exhibit
Numbers 		  Description   Incorporation By Reference To
  4.17   First Supplemental Indenture, dated as of July 9, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Mellon Trust Company, N.A., as successor trustee, to the Amended and Restated Indenture, dated as of June 4, 2007, among Rite Aid Corporation (as successor to Rite Aid Escrow Corp.), the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., related to the Company's 9.5% Senior Notes due 2017   Exhibit 4.20 to Form 10-Q, filed on July 10, 2008

 
4.18
 
Indenture, dated as of May 29, 2008, between Rite Aid Corporation, as issuer, and The Bank of New York Trust Company, N.A., as trustee, related to the Company's Senior Debt Securities
 
Exhibit 4.1 to Form 8-K, filed on June 2, 2008

 
4.19
 
First Supplemental Indenture, dated as of May 29, 2008, among Rite Aid Corporation, the subsidiaries named therein and The Bank of New York Trust Company, N.A. to the Indenture dated as of May 29, 2008 between Rite Aid Corporation and The Bank of New York Trust Company, N.A., related to the Company's 8.5% Convertible Notes due 2015
 
Exhibit 4.2 to Form 8-K, filed on June 2, 2008

 
4.20
 
Indenture, dated as of July 9, 2008, between Rite Aid Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 10.375% Senior Secured Notes due 2016
 
Exhibit 4.23 to Form 10-Q, filed on July 10, 2008

 
4.21
 
Indenture, dated as of June 12, 2009, among Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 9.750% Senior Secured Notes due 2016
 
Exhibit 4.1 to Form 8-K, filed on June 16, 2009

 
4.22
 
Indenture, dated as of October 26, 2009, among Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 10.25% Senior Secured Notes due 2019.
 
Exhibit 4.1 to Form 8-K, filed on October 29, 2009

6

Exhibit
Numbers 		  Description   Incorporation By Reference To
  4.23   Indenture, dated as of August 16, 2010, among Rite Aid Corporation, as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Company's 8.00% Senior Secured Notes due 2020   Exhibit 4.1 to Form 8-K, filed on August 19, 2010

 
10.1
 
Amended and Restated Employment Agreement, dated as of June 23, 2011, between Rite Aid Corporation and Enio A. Montini, Jr.
 
Exhibit 10.1 to Form 10-Q, filed on October 5, 2011

 
10.2
 
Amended and Restated Employment Agreement, dated as of July 11, 2011, between Rite Aid Corporation and Robert K. Thompson.
 
Exhibit 10.2 to Form 10-Q, filed on October 5, 2011

 
11
 
Statement regarding computation of earnings per share. (See Note 2 to the condensed consolidated financial statements)
 
Exhibit 11 to Form 10-Q, filed on October 5, 2011

 
31.1
 
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
 
Filed herewith

 
31.2
 
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
 
Filed herewith

 
32
 
Certification of CEO and CFO pursuant to 18 United States Code, Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed herewith

 
101.
 
The following materials are formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets at August 27, 2011 and February 26, 2011, (ii) Condensed Consolidated Statements of Operations for the thirteen and twenty-six week periods ended August 27, 2011 and August 28, 2010, (iii) Condensed Consolidated Statements of Cash Flow for the twenty-six week periods ended August 27, 2011 and August 28, 2010, and (iv) Notes to Condensed Consolidated Financial Statements tagged in detail.*
 
 
*
Furnished, not filed.

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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: October 7, 2011   RITE AID CORPORATION

 
 
By:
 
/s/ MARC A. STRASSLER
 Marc A. Strassler
 Executive Vice President and General Counsel

Date: October 7, 2011
 
By:
 
/s/ FRANK G. VITRANO
 Frank G. Vitrano
 Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer

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Explanatory Note
SIGNATURES