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


                                      FORM 10-K
--------------------------------------------------------------------------------


(MARK ONE)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended January 29, 1998

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from . . . . . . . .  to  . . . . . . . .

Commission file number 1-8978


                            LONGS DRUG STORES CORPORATION
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               Maryland                                          68-0048627
     -------------------------------                         ------------------
     (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)


          141 North Civic Drive
         Walnut Creek, California                                  94596
     -------------------------------                         ------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)


Registrant's telephone number, including area code:   (925) 937-1170
                                                      --------------

Securities registered pursuant to Section 12(b) of the Act:

                                                    NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                        ON WHICH REGISTERED
          -------------------                     -------------------------

             Common Stock                          New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

--------------------------------------------------------------------------------

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes   X       No
                                   -----        -------

                 The Exhibit Index is located on page 4 of this form.


                              (Cover page 1 of 2 pages)
<PAGE>

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant as computed by the price of the registrant's shares on the New York
Stock Exchange at the close of business on April 7, 1998, was approximately
$1,164,514,653.

There were 38,898,193 shares of common stock outstanding as of April 7, 1998.



                         DOCUMENTS INCORPORATED BY REFERENCE

The Longs Drug Stores Corporation Annual Report to Shareholders for the year
ended January 29, 1998, (hereinafter referred to as the Annual Report), has been
incorporated by reference into:

                    Part I    -    Items 1 and 3
                    Part II   -    Items 5, 6, 7, and 8
                    Part IV   -    Item 14(a)(1)

The definitive proxy statement dated April 17, 1998, as filed with the
Commission on April 16, 1998, involving the election of directors, has been
incorporated by reference into Part III, Items 10, 11, 12, and 13.

                              (Cover page 2 of 2 pages)
<PAGE>

                                        PART I


ITEM 1.  BUSINESS

Longs Drug Stores was founded by two brothers, Joe and Tom Long, in May of 1938
in Oakland, California.

Pharmacy is the cornerstone of Longs' business, accounting for about 34% of
sales, with script volume per day per store among the leaders in the industry.
Complementing the pharmacy business are the core categories of over-the-counter
health care products, photo and photo processing, cosmetics, and greeting cards.
The Company's decentralized philosophy allows store managers to enhance the
product mix of their store based on customer preference in the communities they
serve.  Longs sells nationally advertised name-brand merchandise.  Customers are
provided extra value with items sold under Longs' private label.

Longs competes in the retail drug industry with local and national chains as
well as with independent merchants.  The Company's stores are located in
California, Colorado, Hawaii, and Nevada.  Merchandise of the kind sold by the
Company can be found in variety stores, discount stores, supermarkets, and other
retail facilities.  Price, quality of goods and services, product mix, and
convenience to the customer are a few principal elements of competition.  The
business is seasonal, peaking in the fourth quarter due to the Thanksgiving and
Christmas holidays and cold and flu season.  Seasonality is consistent with
competitors in the retail drug industry.

The remainder of the information required by this item is contained in the
Annual Report under the headings "Management's Discussion and Analysis" (PAGES
16-17), "Significant Accounting Policies" and "Employee Compensation and
Benefits" (PAGES 22-23).

ITEM 2.  PROPERTIES

As of January 29, 1998, Longs operates 349 stores; 297 in California, 32 in
Hawaii, 12 in Nevada, and 8 in Colorado.  Our stores vary in size, with the
majority ranging from 15,000 to 25,000 square feet, approximately 68% of which
is devoted to selling space.  The average size of the stores opened this past
fiscal year is 15,000 square feet.  The 2 corporate offices, 2 warehouses, and
124 of our stores are Company-owned buildings on Company-owned land; 44 stores
are Company-owned buildings on leased land; and 181 are totally leased.  The
Company's properties are consistently maintained and updated and are in good
condition and suitable to meet its needs.

ITEM 3.  LEGAL PROCEEDINGS

As briefly described in the Annual Report under the heading "Contingent
Liabilities" (PAGE 23), a purported class action has been filed against Longs on
behalf of pharmacist employees.  The lawsuit was filed in the United States
District Court for the Northern District of California on February 18, 1998.
Plaintiffs allege that Longs violated the Federal Labor Standards Act ("FLSA")
by failing to pay pharmacist employees for overtime at one and one-half times
their regular rate, violated FLSA and California state law by failing to pay
pharmacist employees for "off-the-clock" work, and violated ERISA by failing to
maintain adequate records.  Plaintiffs seek damages and penalties in unspecified
amounts, injunctive and declaratory relief, and costs of litigation, including
attorney fees.  The Company will vigorously defend itself.  At this time it is
not known what financial impact, if any, this action may have on the Company's
financial results.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

There were no matters submitted to a vote of stockholders during the fourth
quarter period covered by this report.


                                        - 1 -
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons are now executive officers of the Company and the Board of
Directors intends to reelect them to their current offices.
<TABLE>
<CAPTION>

                                                                           POSITION
                                                                           HELD
   NAME            AGE      PRIMARY EXECUTIVE POSITION WITH REGISTRANT     SINCE(1)(2)
   ----            ---      ------------------------------------------     ----------
<S>                <C>      <C>                                            <C>
R. M. Long         59       Chairman of the Board and                         1991
                            Chief Executive Officer(3)                        1977

S. D. Roath        56       President(3)                                      1991

B. M. Brandon      59       Senior Vice President, Regional Manager           1988

D. J. Fong         49       Senior Vice President, Pharmacy                   1995

O. D. Jones        59       Senior Vice President, Properties,                1987
                            and Secretary                                     1976

B. E. Kilcourse    46       Senior Vice President, Chief Information          1997
                            Officer

R. E. Lovelady     51       Senior Vice President, Human Resources            1997

R. A. Plomgren     63       Senior Vice President, Development                1976
                            and Chief Financial Officer(3)                    1995

G. H. Saito        53       Senior Vice President, District Manager(3)        1995

D. R. Wilson       56       Senior Vice President and                         1988
                            Regional Manager                                  1997

G. L. White        57       Vice President, Controller,                       1988
                            and Secretary

C. E. Selland      41       Vice President, Treasurer, Assistant              1994
                            Secretary
------------------------------------------------------------------------------------
</TABLE>

(1)  Each officer is elected for a one-year term.

(2)  All of the executive officers of the Company have been employed by the
     Company for at least the past five years in executive capacities or in
     related areas of responsibility.

(3)  Also serves as a Director of the Company.


                                        - 2 -
<PAGE>

                                       PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS

The principal market on which the Company's common stock is traded is the New
York Stock Exchange under the symbol "LDG."  The number of shareholders as of
April 7, 1998, was 14,875.  The additional information required by this item is
contained in the Annual Report under the headings "Statements of Consolidated
Stockholders' Equity" (PAGE 21), "Stockholders' Equity" (PAGE 24), and
"Quarterly Financial Data (Unaudited)" (PAGE 24).  Such information is hereby
incorporated by reference and filed herewith.

ITEM 6.  SELECTED FINANCIAL DATA

Information required by this item is contained in the Annual Report under the
heading "Management's Discussion and Analysis" (PAGES 16-17) and "Five Year
Selected Financial Data" (PAGE 24).  Such information is hereby incorporated by
reference and filed herewith.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Information required by this item is contained in the Annual Report under the
heading "Management's Discussion and Analysis" (PAGES 16-17).  Such information
is hereby incorporated by reference and filed herewith.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is contained in the Annual Report (PAGES
18-24).  Such information is hereby incorporated by reference and filed
herewith.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

Not applicable.

                                       PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item with respect to directors is contained in a
definitive proxy statement dated April 17, 1998, as filed with the Securities
and Exchange Commission on April 16, 1998.  Such information is hereby
incorporated by reference.  Certain information relating to executive officers
of the Company is reported in Part I, Item 4 (PAGE 2) of this report, entitled
"Executive Officers of the Registrant."

Information regarding compliance with Section 16 of the Securities and Exchange
Act of 1934 is set forth in the definitive proxy statement dated April 17, 1998,
as filed with the Commission on April 16, 1998, and is hereby incorporated by
reference.

Items 11, 12, and 13 are omitted since the Company filed on April 16, 1998, with
the Securities and Exchange Commission a definitive proxy statement dated April
17, 1998, involving the election of directors, for the Annual Meeting on May 19,
1998.  Such information is hereby incorporated by reference.


                                        - 3 -
<PAGE>

                                       PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)(1)    FINANCIAL STATEMENTS
          ---------------------------------------------------------------------

          The following financial statements and independent auditors' report 
          appearing in the Annual Report on pages 18 through 24 are 
          incorporated herein by reference:

               Independent Auditors' Report.

               Statements of Consolidated Income for the fiscal years ended 
               January 29, 1998, January 30, 1997, and January 25, 1996.

               Consolidated Balance Sheets as of January 29, 1998, and 
               January 30, 1997.

               Statements of Consolidated Cash Flows for the fiscal years 
               ended January 29, 1998, January 30, 1997, and January 25, 1996.

               Statements of Consolidated Stockholders' Equity for the fiscal 
               years ended January 29, 1998, January 30, 1997, and January 
               25, 1996.

               Notes to Consolidated Financial Statements.


(a)(2)    Not applicable.


(a)(3)    EXHIBITS
          ---------------------------------------------------------------------

          Exhibit
          No.

          3.   Articles of Incorporation and By-Laws

               a.   Amended Articles of Incorporation, amended May 22, 1996, 
                    is incorporated herein by reference as previously filed 
                    with the Commission on September 6, 1996, as Exhibit 1 to 
                    Form 10-Q.

               b.   Restated Articles of Incorporation, amended June 17, 1997,
                    as incorporated herein by reference, as previously filed
                    with the Commission on September 12, 1997, as Exhibit 1 to
                    Form 10-Q.

               c.   By-Laws of Longs Drug Stores Corporation, amended February
                    25, 1997, is incorporated herein by reference as previously
                    filed with the Commission on April 17, 1997, as Exhibit 3b 
                    to Form 10-K.

     10.       Material Contracts

               a.   Agreement for terminal benefits in the event of uninvited
                    change in corporate control of Longs Drug Stores California,
                    Inc., is incorporated herein by reference as previously
                    filed with the Commission on April 28, 1986, as Exhibit 10f
                    to Form 10-K.


                                        - 4 -
<PAGE>

     Exhibit                                                              Page
     No.:                                                                 Number


               b.   Long Term Incentive Plan of 1987 of Longs Drug Stores
                    Corporation is incorporated herein by reference as
                    previously filed with the Commission on March 13, 1987,
                    on Form S-8, Registration No. 033-12653.

               c.   Note Purchase Agreement of Longs Drug Stores
                    California, Inc., dated April 28, 1989, is incorporated
                    herein by reference as previously filed with the
                    Commission on April 18, 1990, as Exhibit 10n to Form
                    10-K.

               d.   The 1995 Long-Term Incentive Plan of Longs Drug Stores
                    Corporation is incorporated herein by reference as
                    previously filed with the Commission on August 5, 1994,
                    on Form S-8, Registration No. 033-54959.

               e.   The Longs Drug Stores Corporation Deferred Compensation
                    Plan of 1995 is incorporated herein by reference as
                    previously filed with the Commission on June 6, 1995,
                    on Form S-8, Registration No. 033-60005.

               f.   Renewal of the Agreements for Termination Benefits
                    dated August 22, 1996, are incorporated herein by
                    reference as Exhibit 1, as executed by the Chairman,
                    CEO, and President; Exhibit 2, as executed by the
                    Senior Vice Presidents, District Managers, and
                    Treasurer; Exhibit 3, as executed by Select Key
                    Executives and Store Managers as previously filed with
                    the Commission on December 6, 1996.

               g.   Shareholder Rights Agreement of Longs Drug Stores
                    Corporation dated August 20, 1996, is incorporated
                    herein by reference as previously filed with the
                    Commission on September 16, 1996, as Exhibit 1 to Form
                    8-K.

               h.   Business Loan Agreement dated November 26, 1997, is
                    incorporated herein as Exhibit 10h to Form 10-K.

          13.  Annual Report. . . . . . . . . . . . . . . . . . (Enclosed)

          21.  Subsidiary of the Registrant - Longs Drug Stores California,
               Inc., a California Corporation.

          23.  Consent of Auditors

               a.   Independent Auditors' Consent. . . . . . . . . . . . . .   8

          27.  Financial Data Schedule.

(b)       REPORTS ON FORM 8-K

          There have been no reports on Form 8-K filed during the quarter ended
          January 29, 1998.


                                        - 5 -
<PAGE>

                                      SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


                                           LONGS DRUG STORES CORPORATION
                                        -----------------------------------
                                                   (REGISTRANT)


DATE     April 16, 1998                 /s/   G.L. White
     ----------------------             -----------------------------------
                                        (G.L. White)
                                        Vice President - Controller
                                            (PRINCIPAL ACCOUNTING OFFICER)


DATE     April 16, 1998                 /s/   R.A. Plomgren
     ----------------------             -----------------------------------
                                        (R.A. Plomgren)
                                        Senior Vice President - Development 
                                        and Director
                                             (CHIEF FINANCIAL OFFICER)



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.


              DATE                                SIGNATURE
              ----                                ---------


         April 16, 1998                 By /s/   R.M. Long
     ----------------------             -----------------------------------
                                              (R.M. Long)
                                              Chairman of the Board
                                              Chief Executive Officer and
                                              Director


         April 16, 1998                 By /s/   S.D. Roath
     ----------------------             -----------------------------------
                                              (S.D. Roath)
                                              President and Director


                                        - 6 -
<PAGE>

              DATE                                SIGNATURE
              ----                                ---------


         April 16, 1998                 By /s/   R.M. Brooks
     ----------------------             -----------------------------------
                                              (R.M. Brooks)
                                              Director


         April 16, 1998                 By /s/   W.G. Combs
     ----------------------             -----------------------------------
                                              (W.G. Combs)
                                              Retired Vice President and
                                              Director


         April 16, 1998                 By /s/   D.G. DeShane
     ----------------------             -----------------------------------
                                              (D.G. DeShane)
                                              Director


         April 16, 1998                 By /s/   E.E. Johnston
     ----------------------             -----------------------------------
                                              (E.E. Johnston)
                                              Director


         April 16, 1998                 By /s/   M.S. Metz
     ----------------------             -----------------------------------
                                              (M.S. Metz)
                                              Director


         April 16, 1998                 By /s/   G.H. Saito
     ----------------------             -----------------------------------
                                              (G.H. Saito)
                                              Director


         April 16, 1998                 By /s/   H.R. Somerset
     ----------------------             -----------------------------------
                                              (H.R. Somerset)
                                              Director


         April 16, 1998                 By /s/   D.L. Sorby
     ----------------------             -----------------------------------
                                              (D.L. Sorby, Ph.D.)
                                              Director


         April 16, 1998                 By /s/   T.R. Sweeney
     ----------------------             -----------------------------------
                                              (T.R. Sweeney)
                                              Director


         April 16, 1998                 By /s/   F.E. Trotter
     ----------------------             -----------------------------------
                                              (F.E. Trotter)
                                              Director


                                        - 7 -