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


PROSPECTUS SUPPLEMENT NO. 3
(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 and June 11, 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 amend the information for the following selling security
holder:




Name                              Aggregate principal                 Number of shares     Percentage
                                  amount at maturity   Percentage     of common stock     of shares of
                                    of  notes that      of notes         that may         common stock
                                     may be sold       outstanding       be sold(1)       outstanding(2)
                                  ------------------   -----------    ----------------    ---------------
                                                                               
Salomon Smith Barney.........    $  1,900,000              *           292,308                    *

-----------
* 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 August 27, 2002.