RECITALS

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                                                                      Exhibit 15

                                                                 [Xxxx/Chilmark]

                            TERMINATION AGREEMENT

  TERMINATION AGREEMENT ("Agreement") dated as of the 29th day of November,
1995, by and between REVCO D.S., INC., a Delaware corporation (the "Company"),
and XXXX/CHILMARK FUND, L.P., a Delaware limited partnership (the
"Stockholder").

                                    RECITALS

  WHEREAS, the Company and the Stockholder previously entered into a
Stockholder's Agreement dated as of June 1, 1992 (the "Existing Stockholder's
Agreement");

  WHEREAS, the Company and the Stockholder previously entered into a
Registration Rights Agreement dated as of June 1, 1992 (the "Existing
Registration Rights Agreement" and, together with the Existing Stockholder's
Agreement, the "Existing Agreements");

  WHEREAS, Rite Aid Corporation, a Delaware corporation ("Parent"), Ocean
Acquisition Corporation, a Delaware corporation ("Sub") and the Company intend
to enter into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which Sub will commence a cash tender offer for the issued and outstanding
shares of common stock, par value $.01 per share, of the Company (the "Offer")
and subsequent thereto, Sub will be merged with and into the Company;

  WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required the Company and the Stockholder to terminate the
Existing Agreements.

                                   AGREEMENTS

  NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties agree as follows:

  1. Effective as of the consummation of the Offer, the Existing Agreements
will be terminated and will be of no further force and effect.  Accordingly,
effective as of the consummation of the Offer, the parties hereto will have no
rights or obligations with respect to the Existing Agreements, all of which
rights and obligations will be void and of no further force and effect.

  2. This Agreement will be governed and construed in accordance with the laws
of the State of Delaware without giving effect to the principles of conflicts
of law thereof.
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  3. This Agreement may be executed in two or more counterparts, all of which
will be considered one and the same agreement and will become effective when
two or more counterparts have been signed by each of the parties and delivered
to the other party, it being understood that all parties need not sign the same
counterpart.

  IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.


REVCO D.S., INC.                             XXXX/CHILMARK FUND, L.P.


By:  /s/ D. Xxxxxx Xxxxx                     By:  ZC Limited Partnership,
     --------------------------                     general partner
     Name: D. Xxxxxx Xxxxx
     Title: President and                    By:  ZC Partnership,
            Chief Executive                         general partner
                Officer
                                             By:  CZ Inc.,
                                                    a partner

                                             By:  /s/ Xxxxx X. Xxxxxxxxx    
                                                  --------------------------
                                                  Name: Xxxxx X. Xxxxxxxxx
                                                  Title: Vice President



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