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                                                                 EXHIBIT 10.22



                               FIRST AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         This First Amendment to Third Amended and Restated Credit Agreement,
dated as of September 5, 2000 (this "AMENDMENT AGREEMENT"), is made by and among
DUANE READE, a New York general partnership (the "BORROWER"), each Designated
Guarantor (such capitalized term and other capitalized terms used in this
preamble and the recitals below have the meaning set forth in, or as defined by
reference in, ARTICLE I), DLJ CAPITAL FUNDING, INC., as syndication agent (in
such capacity, the "SYNDICATION AGENT") for the Lenders, and FLEET NATIONAL
BANK, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for
the Lenders.


                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Designated Guarantors, various financial
institutions (the "LENDERS"), the Agents and Credit Lyonnais New York Branch, as
the documentation agent for the Lenders have heretofore entered into the Third
Amended and Restated Credit Agreement, dated as of March 17, 2000 (as amended or
otherwise modified prior to the date hereof the "EXISTING CREDIT AGREEMENT"and
as so amended, the "CREDIT AGREEMENT"); and

         WHEREAS, the Borrower and the Designated Guarantors have requested, and
the Required Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement;

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. CERTAIN DEFINITIONS. The following terms (whether or not
underscored) when used in this Amendment Agreement shall have the following
meanings (such meanings to be equally applicable to the singular and plural form
thereof):

         "AMENDMENT AGREEMENT" is defined in the PREAMBLE.

         "AMENDMENT EFFECTIVE DATE" is defined in SECTION 3.1.



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         "BORROWER" is defined in the PREAMBLE.

         "CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "EXISTING CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "LENDERS" is defined in the FIRST RECITAL.

         SECTION 1.2. OTHER DEFINITIONS. Terms for which meanings are provided
in the Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment Agreement with such meanings.


                                   ARTICLE II
                                   AMENDMENTS

         Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
ARTICLE II; except as so amended, the Existing Credit Agreement and all Exhibits
and Schedules thereto shall continue in full force and effect and are in all
respects hereby ratified and confirmed.

         SECTION 2.1. AMENDMENT TO ARTICLE I OF THE EXISTING CREDIT AGREEMENT.
Section 1.1 of the Existing Credit Agreement is hereby amended by inserting in
the proper alphabetical locations the following definitions:

                  "FIRST AMENDMENT" means the First Amendment to the Third
         Amended and Restated Credit Agreement, dated as of September 5, 2000,
         among the Borrower, the Designated Guarantors, the Lenders parties
         thereto and the Agents.

                  "FIRST AMENDMENT EFFECTIVE DATE" means the Amendment Effective
Date (as defined in the First Amendment).

         SECTION 2.2. AMENDMENT TO ARTICLE III. Clause (a)(i)(C) of Section
3.1.1 of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:

                                    (C) all such voluntary prepayments shall
                           require at least one Business Day's notice in the
                           case of Base Rate Loans (or such shorter period as
                           may be agreed to by the Administrative Agent), three
                           Business Days' notice in the case of LIBO Rate Loans,
                           but no more than five Business Days' notice in the
                           case of any Loans, in each case in writing to the
                           Administrative Agent; and




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                                   ARTICLE III
                           CONDITIONS TO EFFECTIVENESS

         SECTION 3.1. AMENDMENT EFFECTIVE DATE. This Amendment Agreement (and
the amendments and modifications contained herein) shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") when each of the conditions set forth in
this ARTICLE III shall have been fulfilled to the reasonable satisfaction of the
Agents.

         SECTION 3.1.1. EXECUTION OF COUNTERPARTS. The Agents shall have
received executed counterparts of this Amendment Agreement, duly executed and
delivered on behalf of each of the Borrower, the Designated Guarantors and the
Agents and the Administrative Agent shall have confirmed to the Borrower and the
Syndication Agent that it has received from the Required Lenders (which shall
include those Lenders holding greater than 50% of the aggregate amount of Loans
outstanding under each Tranche) their respective consents hereto.

         SECTION 3.1.2. SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors shall be satisfactory in form and substance
to the Agents and their counsel. The Agents and their counsel shall have
received all information, approvals, opinions, documents or instruments as the
Agents or their counsel may reasonably request.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.1. REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders to execute and deliver this Amendment Agreement, each of the Borrower
and each Designated Guarantor hereby represents and warrants as set forth below:

                 (a) Both before and immediately after giving effect to this
         Amendment Agreement,

                           (i) the representations and warranties set forth in
                  Article VI of the Credit Agreement (excluding, however, those
                  contained in Section 6.7 of the Credit Agreement) and each
                  other Loan Document are, in each case, true and correct
                  (unless stated to relate solely to an earlier date, in which
                  case such representations and warranties shall be true and
                  correct as of such earlier date);

                           (ii) except as disclosed by the Borrower or any
                  Parent Guarantor to the Agents, the Documentation Agent and
                  the Lenders pursuant to Section 6.7 of the Credit Agreement



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                                    (A) no labor controversy, litigation,
                           arbitration or governmental investigation or
                           proceeding (including any relating to any
                           Pharmaceutical Law) is pending or, to the knowledge
                           of the Borrower or any Parent Guarantor, threatened
                           against the Borrower, any Parent Guarantor or any of
                           their respective Subsidiaries which could reasonably
                           be expected to have a Material Adverse Effect or
                           which purports to affect the legality, validity or
                           enforceability of this First Amendment, the Credit
                           Agreement, the Notes or any other Loan Document; and

                                    (B) no development has occurred in any labor
                           controversy, litigation, arbitration or governmental
                           investigation or proceeding (including any relating
                           to any Pharmaceutical Law) disclosed pursuant to
                           Section 6.7 of the Credit Agreement which could
                           reasonably be expected to have a Material Adverse
                           Effect; and

                           (iii) no Default has (or will have) occurred and is
                  (or will be) continuing, and neither the Borrower, any Parent
                  Guarantor nor any of their respective Subsidiaries are in
                  material violation of any law or governmental regulation or
                  court order or decree (including any Pharmaceutical Law).


                                    ARTICLE V
                                  MISCELLANEOUS

         SECTION 5.1. CROSS-REFERENCES. References in this Amendment Agreement
to any Article or Section are, unless otherwise specified or otherwise required
by the context, to such Article or Section of this Amendment Agreement.

         SECTION 5.2. LOAN DOCUMENT PURSUANT TO CREDIT AGREEMENT. This Amendment
Agreement is a Loan Document executed pursuant to the Credit Agreement and shall
be construed, administered and applied in accordance with all of the terms and
provisions of the Credit Agreement.

         SECTION 5.3. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SECTION 5.4. COUNTERPARTS. This Amendment Agreement may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.



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         SECTION 5.5. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

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         IN WITNESS WHEREOF, the signatories hereto have caused this Amendment
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

                              BORROWER:
                              DUANE READE
                              By Duane Reade Inc., a general partner


                              By
                                ------------------------------------
                                Title:

                              By DRI I Inc., a general partner


                              By
                                ------------------------------------
                                Title:

                              PARENT GUARANTORS:
                              DUANE READE INC.


                              By
                                ------------------------------------
                                Title:


                              DRI I INC.


                              By
                                ------------------------------------
                                Title:

                              AFFILIATE GUARANTORS:
                              DUANE READE INTERNATIONAL, INC.


                              By
                                ------------------------------------
                                Title:


                              DUANE READE REALTY, INC.


                              By
                                ------------------------------------
                                Title:


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                              AGENTS:

                              DLJ CAPITAL FUNDING, INC., as the
                                 Syndication Agent


                              By
                                ------------------------------------
                                Title:

                              FLEET NATIONAL BANK, as the Administrative
                                 Agent


                              By
                                ------------------------------------
                                Title: