UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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

                  For Thirty-Nine Weeks Ended November 2, 1996

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF
                       1934 For the transition period from
                                       to
                       ----------------  ----------------

                           Commission File No. 1-4844


                               ECKERD CORPORATION
               (Exact name of registrant as specified in charter)


          DELAWARE                                     13-3302437
   (State of incorporation)                (I.R.S. Employer Identification No.)

                              8333 Bryan Dairy Road
                              Largo, Florida 33777
              (Address and zip code of principal executive offices)

                                 (813) 399-6000
              (Registrant's telephone number, including area code)

   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
                                                  ---   ---

   As of November 30, 1996,  70,412,675  shares of Common Stock, $.01 par value,
   were outstanding.

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                       ECKERD CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)



ASSETS                                                                                           Unaudited         Audited
                                                                                                  11/2/96          2/3/96
                                                                                                -----------      ----------
<S>                                                                                             <C>              <C>
Current assets:
     Cash                                                                                       $     8,421           7,922
     Receivables, less allowance for doubtful receivables of $3,000                                  90,262          70,137
     Merchandise inventories                                                                        968,720         835,551
     Prepaid expenses and other current assets                                                        3,593           4,396
                                                                                                -----------      ----------
               Total current assets                                                               1,070,996         918,006
                                                                                                -----------      ----------
Property, plant and equipment, at cost                                                              716,205         634,023
     Less accumulated depreciation                                                                  320,359         282,974
                                                                                                -----------      ----------
               Net property, plant and equipment                                                    395,846         351,049
                                                                                                -----------      ----------
Excess of cost over net assets acquired, less
     accumulated amortization                                                                        66,364          62,162
Favorable lease interests, less accumulated amortization                                            118,524         131,961
Unamortized debt expense                                                                              5,476           6,086
Other assets                                                                                         31,643          31,055
                                                                                                -----------      ----------
                                                                                                $ 1,688,849       1,500,319
                                                                                                ===========      ==========
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
     Bank debit balances                                                                        $    16,919          59,620
     Current installments of long-term debt                                                             784           1,020
     Accounts payable                                                                               402,986         311,411
     Accrued expenses                                                                               240,921         234,957
                                                                                                -----------      ----------
               Total current liabilities                                                            661,610         607,008
                                                                                                -----------      ----------
Other noncurrent liabilities                                                                        134,342         136,772
Long-term debt, excluding current installments                                                      768,705         701,798
Stockholders' equity:
     Preferred stock of $.01 par value.
          Authorized 20,000,000 shares; none issued                                                       -               -
     Voting common stock of $.01 par value.
          Authorized 96,481,272 shares; issued 70,384,275
          and 69,937,790                                                                                704             700
     Nonvoting common stock of $.01 par value.
          Authorized 3,518,728 shares; none issued                                                        -               -
     Capital in excess of par value                                                                 320,305         317,654
     Retained deficit                                                                              (196,817)       (263,613)
                                                                                                -----------      ----------
               Total stockholders' equity                                                           124,192          54,741
                                                                                                -----------      ----------
                                                                                                $ 1,688,849       1,500,319
                                                                                                ===========      ==========
See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       2
<TABLE>
<CAPTION>

                       ECKERD CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS EXCEPT PER SHARE DATA)

                                                                  Thirteen Weeks Ended                  Thirty-Nine Weeks Ended
                                                              -----------------------------          ----------------------------
                                                               11/2/96            10/28/95            11/2/96           10/28/95
                                                              ----------         ----------          ---------          ---------
<S>                                                           <C>                <C>                 <C>                <C>
Sales and other operating revenue                             $1,280,375          1,164,907          3,887,422          3,523,225
                                                              ----------         ----------          ---------          ---------
Costs and expenses:
     Cost of sales, including store
          occupancy, warehousing and
          delivery expense                                     1,012,451            915,137          3,043,658          2,739,733
     Operating and administrative expenses                       238,295            224,301            712,036            666,724
                                                              ----------         ----------          ---------          ---------
               Earnings before interest expense
                    and income taxes                              29,629             25,469            131,728            116,768
Interest expense:
     Interest expense, net                                        15,320             18,266             45,327             57,147
     Amortization of original issue discount
          and deferred debt expenses                                 261                454                765              1,522
                                                              ----------         ----------          ---------          ---------
               Total interest expense                             15,581             18,720             46,092             58,669
                                                              ----------         ----------          ---------          ---------
               Earnings before income taxes
                    and extraordinary items                       14,048              6,749             85,636             58,099
Income tax expense                                                 3,118              1,147             18,840              9,877
                                                              ----------         ----------          ---------          ---------
               Earnings before extraordinary
                    items                                         10,930              5,602             66,796             48,222
Extraordinary items - early retirement of
      debt net of tax benefit of $947 and
      $1,236                                                           -             (5,012)                 -             (6,033)
                                                              ----------         ----------          ---------          ---------
              Net earnings                                    $   10,930                590             66,796             42,189
                                                              ==========         ==========          =========          =========

Earnings per common share:
     Earnings before extraordinary item                       $      .15                .08                .93                .71
     Extraordinary item                                                -               (.07)                 -               (.09)
                                                              ----------         ----------          ---------          ---------
             Net earnings per common share                    $      .15                .01                .93                .62
                                                              ==========         ==========          =========          =========


See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       3

<TABLE>
<CAPTION>

                       ECKERD CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                                                                   Thirty-Nine Weeks Ended
                                                                                                -----------------------------
Cash flows from operating activities:                                                             11/2/96           10/28/95
                                                                                                -----------         ---------
<S>                                                                                             <C>                 <C>
     Net earnings                                                                               $    66,796            42,189
     Adjustments to  reconcile  net  earnings to net cash  provided by operating
           activities:
               Extraordinary charge related to early retirement of debt                                   -             7,269
               Depreciation and amortization                                                         68,484            61,460
               Amortization of original issue discount
                    and deferred debt expenses                                                          765             1,522
               Increase in receivables, merchandise
                    inventories and prepaid expenses                                               (148,086)         (111,044)
               Increase in accounts payable and
                    accrued expenses                                                                 91,698            51,900
                                                                                                -----------         ---------
                       Net cash provided by operating activities                                     79,657            53,296
                                                                                                -----------         ---------
Cash flows from investing activities:
     Additions to property, plant and equipment                                                     (89,791)          (69,301)
     Sale of property, plant and equipment                                                            2,822             4,482
     Acquisition of certain drug store assets                                                       (15,922)          (69,628)
     Net cash proceeds from sale of subsidiary                                                            -             5,231
     Other                                                                                           (2,738)           (4,224)
                                                                                                -----------         ---------
                        Net cash used in investing activities                                      (105,629)         (133,440)
                                                                                                -----------         ---------
Cash flows from financing activities:
     Decrease in bank debit balances                                                                (42,701)          (25,204)
     Additions to long-term debt                                                                          -               667
     Reductions of long-term debt                                                                      (829)           (1,292)
     Net additions under current credit agreement                                                    67,500           117,860
     Common stock sold in a public offering, net of expenses of sale                                      -            82,322
     Redemption of 11.125% subordinated debentures                                                        -           (95,500)
     Other                                                                                            2,501             1,766
                                                                                                -----------         ---------
                        Net cash provided by financing activities                                    26,471            80,619
                                                                                                -----------         ---------
Net increase in cash                                                                                    499               475
Cash at beginning of period                                                                           7,922             8,898
                                                                                                -----------         ---------
Cash at end of period                                                                           $     8,421             9,373
                                                                                                ===========         =========

See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       4



                       ECKERD CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

         Note 1.
         -------
         The condensed consolidated financial statements include the accounts of
         the Company and its subsidiaries,  and were prepared from the books and
         records of the Company without audit or verification and in the opinion
         of management  include all  adjustments  (none of which were other than
         recurring  accruals)  necessary to present a fair  statement of results
         for such periods.  It is suggested  that these  condensed  consolidated
         financial  statements  should be read in conjunction with the financial
         statements  and  notes  filed as part of the Form 10-K  report  for the
         fiscal year ended  February 3, 1996.  The results of  operations of the
         periods indicated should not be considered as necessarily indicative of
         operations for the full year.

         Certain  amounts  have  been  reclassified  in  the  February  3,  1996
         condensed consolidated balance sheet to conform to the November 2, 1996
         presentation.

         Note 2.
         -------
         Substantially  all inventories  are determined on a last-in,  first-out
         (LIFO) cost basis. At November 2, 1996 and February 3, 1996 inventories
         would  have  been  greater  by  approximately   $105,100  and  $91,900,
         respectively,  if  inventories  were  valued on a  first-in,  first-out
         (FIFO) cost basis. Since LIFO inventory costs can only be determined at
         the end of each fiscal year when inflation  rates and inventory  levels
         are finalized,  estimates of LIFO inventory  costs are used for interim
         financial statements.  The cost of merchandise sold is calculated on an
         estimated  basis and  adjusted  based on  inventories  taken during the
         fiscal year.

         Note 3.
         -------
         The  weighted  average  number of shares  outstanding  for thirteen and
         thirty-nine  weeks  ended  November  2, 1996 and  October 28, 1995 were
         72,154 and 71,955 in 1996 and 71,242 and 67,554 in 1995.

         Note 4.
         -------
         All  share  information  in  these  condensed   consolidated  financial
         statements  reflect the two-for-one stock split effected in the form of
         a stock  dividend  which was paid on May 13,  1996 to  stockholders  of
         record on April 22, 1996.

         Note 5.
         -------
         Effective  February 4, 1996, the Company adopted Statement of Financial
         Accounting Standard No. 123,  "Accounting for Stock Based Compensation"
         (SFAS No. 123).  This  standard  allows the Company to select  either a
         fair value based method or the current  intrinsic value based method of
         accounting for employee stock-based compensation.  The Company retained
         the intrinsic value method of accounting and,  therefore,  the adoption
         of this  standard  did not  have a  material  effect  on the  Company's
         financial statements.  The disclosure only provisions,  as permitted by
         SFAS No.  123,  will be  disclosed  annually in the  Company's  audited
         consolidated financial statements.

                                       5

         Note 6.
         -------
         On November 3, 1996, the Company  announced that J.C.  Penney  Company,
         Inc.  ("Penney"),  a  subsidiary  of Penney and the Company had entered
         into a definitive  agreement (the "Merger Agreement") pursuant to which
         Penney would acquire the Company through a cash tender offer and second
         step merger. The aggregate transaction value,  including the assumption
         of Company debt, is approximately $3.3 billion.

         The transaction  will be effected through a cash tender offer at $35.00
         per share for  approximately  35.3 million shares,  or 50.1% of Company
         stock,  which  expired on December 6, 1996,  to be followed by a second
         step merger in which Company shareholders will receive (i) if the Stock
         Condition  (as  defined in the Merger  Agreement)  has been  satisfied,
         0.6604 of a share of Penney stock for each remaining  Company share not
         purchased in the cash tender offer (valued at $35.00 per Company share,
         based on the  price of  Penney's  stock as of the close of  trading  on
         November  1,  1996)  or  (ii)  if the  Stock  Condition  has  not  been
         satisfied,  $35.00 per share in cash.  It is  contemplated  that if the
         Company shareholders receive Penney stock in the merger the exchange of
         shares in the second  step of the  transaction  will be tax-free to the
         Company's  shareholders.  It is expected that the  acquisition  will be
         completed in early 1997.

         The  planned  acquisition  would  create a  combined  2,600  drug store
         operation  stretching  across the  Northeast,  Midwest and the Sunbelt,
         with combined 1997 sales expected to approach $10.0 billion.

                                       6


Item 2.  Management's  Discussion  and Analysis of Results of Operations and
         Financial Condition.

                       ECKERD CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         Results of Operations

         Sales and other operating revenue for the third quarter and thirty-nine
         weeks ended  November 2, 1996,  increased 9.9% and 10.3% over last year
         to $1.3 and $3.9 billion. Sales benefited from significant increases in
         prescription  sales as well as from  increases  in front  end sales and
         from the  acquisition of certain Florida drug stores from Rite Aid (the
         "Florida Rite Aid  Acquisition")  at the beginning of the third quarter
         of last year.  Prescription  sales  increased 13.0% and 15.0% to $737.2
         million and $2.2 billion,  and front end sales  increased 6.1% and 4.9%
         to $541.3 million and $1.7 billion. Comparable drug store sales (stores
         open one year or more,  including  1.0%  and 0.9%  from the  impact  of
         relocated  stores  open less than one  year)  increased  7.4% and 8.4%,
         compared  to a  10.5%  and  9.5%  increase  in the  third  quarter  and
         thirty-nine  weeks last year.  The  increase in  comparable  drug store
         sales  was  primarily   attributable   to  the  increase  in  sales  of
         prescription  drugs.  Comparable  drug  store  sales  growth  was  also
         positively affected by increased sales of non-prescription items in the
         health and convenience categories.

         Prescription  sales as a percentage  of drug store sales were 57.7% and
         56.6% compared to 56.1% and 54.3% for the third quarter and thirty-nine
         weeks last year.  The growth in  prescription  sales was  primarily the
         result of  increased  managed care  prescription  sales and the Florida
         Rite Aid  Acquisition.  These sales  increases  were in spite of a more
         severe  cough,  cold and flu season in the first  quarter of last year.
         Managed  care  prescription  sales  increased  to  76.4%  and  75.1% of
         prescription sales compared to 71.1% and 70.0% in the third quarter and
         thirty-nine weeks last year. Prescription sales to managed care payors,
         in  terms  of  both  dollar   volume  and  as  a  percentage  of  total
         prescription sales, are expected to continue to increase in the current
         year and for the  foreseeable  future.  Managed  care payors  typically
         negotiate  lower  prescription  prices than those on  non-managed  care
         prescriptions,   resulting  in  decreasing   gross  profit  margins  on
         prescription  sales.  However,   contracts  with  managed  care  payors
         generally  increase the volume of  prescription  sales and gross profit
         dollars.

         As a percentage of sales, cost of sales and related expenses were 79.1%
         and  78.3%  compared  to 78.6% and  77.8%  for the  third  quarter  and
         thirty-nine weeks last year. The cost of sales as a percentage of sales
         increases resulted primarily from the continued increase in lower gross
         profit margin managed care prescription sales. The LIFO charge was $4.6
         and  $13.2  million  compared  to $3.8 and $9.8  million  for the third
         quarter and thirty-nine weeks last year.

                                       7

         Operating  and  administrative  expenses  for  the  third  quarter  and
         thirty-nine  weeks increased 6.2% and 6.8% over last year to $238.3 and
         $712.0 million. As a percentage of sales,  operating and administrative
         expenses  decreased  to 18.6%  and 18.3%  from  19.2%  and  18.9%.  The
         decreases as a percentage of sales  resulted  primarily  from operating
         efficiencies  related to higher  sales and cost  controls  which helped
         produce lower costs as a percentage of sales in such expense categories
         as payroll and insurance.

         Earnings before interest expense,  income taxes and extraordinary items
         for the third quarter and  thirty-nine  weeks increased 16.3% and 12.8%
         over last year to $29.6 and  $131.7  million.  The  increases  were due
         primarily to the increase in gross profit dollars as a result of higher
         sales and other  operating  revenue,  and the decrease in operating and
         administrative  expenses  as a  percentage  of  sales  due to  improved
         productivity and expense control.

         Total  interest  expense for the third  quarter and  thirty-nine  weeks
         decreased  16.8% and 21.4%  from last year to $15.6 and $46.1  million.
         The  decreases  were due to lower average  borrowings,  lower bank loan
         interest  rate spreads and the early  retirement  of high interest cost
         subordinated debentures in the second and third quarters of last year.

         Income tax expense for the third quarter and thirty-nine weeks was $3.1
         and $18.8  million  compared  to $1.1 and $9.9  million  last year,  an
         annual  effective  income  tax rate of 22%  compared  to 17% last year.
         Income tax expense in both periods represents  alternative  minimum tax
         and state income taxes, and reflects a lower rate of utilization of net
         operating loss carryforwards compared to last year.

         As a result of the foregoing factors, net earnings before extraordinary
         items for the third quarter and thirty-nine  weeks were $10.9 and $66.8
         million,  compared to $5.6 and $48.2  million last year, an increase of
         $5.3 and $18.6 million or 95.1% and 38.5%.

         At November 2, 1996 the Company  operated  1,730 Eckerd Drug stores and
         555 Eckerd Express Photo labs.

         Financial Condition and Liquidity

         At November 2, 1996,  $527.5  million in  borrowings  were  outstanding
         under the bank credit  agreement  ($200.0  million  under the term loan
         facility and $327.5  million  under the  revolving  loan  facility) and
         $88.1  million was available  for  borrowing  under the revolving  loan
         facility  portion of the bank  credit  agreement  which is net of $84.4
         million of letters of credit. The term loan facility amortizes in $10.0
         million quarterly payments ($20.0 million in the fourth quarter of each
         year), and matures in full together with the revolving loan facility in
         November 2000. At November 2, 1996 there was excess  availability under
         the revolving loan  commitment,  therefore,  the required  amortization
         repayments were not treated as current.

                                       8

         On November 2, 1996 working  capital was $409.4 million and the current
         ratio was 1.6 to 1 compared to $311.0  million and 1.5 to 1 at February
         3, 1996.  Cash flow provided by operating  activities  increased  $26.4
         million to $79.7 million  compared to $53.3 million for the thirty-nine
         weeks  last  year.  The  increase  was  due to a $24.6  million  higher
         earnings increase,  $6.3 million more depreciation and amortization and
         a $2.8 million lower use of operating cash for working capital items.

         Net cash used in investing  activities  for the  thirty-nine  weeks was
         $105.6 million  compared to $133.4 million last year. Uses of cash were
         principally for capital expenditures of $89.8 million compared to $69.3
         million last year for additions to drug stores and Express Photo units,
         improvements   to  existing   stores  and  for  the   installation   of
         point-of-sale  product scanning equipment.  Another use of cash was for
         acquisitions  of drug store assets of $15.9  million  compared to $69.6
         million  last  year.  Capital  improvements  for the  current  year are
         expected  to be $130.0  million.  Funds for the  planned  cash  capital
         expenditures  are  expected  to come  from  cash  flow  from  operating
         activities and available borrowings, if necessary.

         Financing  activities for the thirty-nine weeks provided $26.5 million,
         compared to $80.6 million last year.  In the current  year,  funds were
         provided  by $67.5  million of bank  borrowings  which  were  primarily
         offset by the reduction of $42.7 million of bank debit  balances.  Last
         year  $82.3  million  of funds  came from the  August  2,  1995  public
         offering. Funds were also provided by $117.9 million of bank borrowings
         which were used primarily for the redemption of $78.9 and $16.6 million
         (September and May of 1995) of 11.125% subordinated debentures, and for
         the reduction of $25.2 million in bank debit balances.

         Based upon the Company's  ability to generate cash flow from  operating
         activities, the available unused portion of the revolving loan facility
         under the bank credit agreement and other sources, the Company believes
         that it will  have  the  funds  necessary  to meet  the  principal  and
         interest  payments  on its debt as they  become due and to operate  and
         expand its business.

         On November 3, 1996, the Company  announced that J.C.  Penney  Company,
         Inc.  ("Penney"),  a  subsidiary  of Penney and the Company had entered
         into a definitive  agreement (the "Merger Agreement") pursuant to which
         Penney would acquire the Company through a cash tender offer and second
         step merger. The aggregate transaction value,  including the assumption
         of Company debt, is approximately $3.3 billion.

         The transaction  will be effected through a cash tender offer at $35.00
         per share for  approximately  35.3 million shares,  or 50.1% of Company
         stock,  which  expired on December 6, 1996,  to be followed by a second

                                       9

         step merger in which Company shareholders will receive (i) if the Stock
         Condition  (as  defined in the Merger  Agreement)  has been  satisfied,
         0.6604 of a share of Penney stock for each remaining  Company share not
         purchased in the cash tender offer (valued at $35.00 per Company share,
         based on the  price of  Penney's  stock as of the close of  trading  on
         November  1,  1996)  or  (ii)  if the  Stock  Condition  has  not  been
         satisfied,  $35.00 per share in cash.  It is  contemplated  that if the
         Company shareholders receive Penney stock in the merger the exchange of
         shares in the second  step of the  transaction  will be tax-free to the
         Company's  shareholders.  It is expected that the  acquisition  will be
         completed in early 1997.

         The  planned  acquisition  would  create a  combined  2,600  drug store
         operation,  stretching  across the Northeast,  Midwest and the Sunbelt,
         with combined 1997 sales expected to approach $10.0 billion.


                  REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
         The Company's independent public accountants have made a limited review
         of the  financial  information  furnished  herein  in  accordance  with
         standards  established  by the American  Institute of Certified  Public
         Accountants.  The  Accountants'  Report is presented on page 11 of this
         report.

                                       10

                               Accountants' Report

         The Board of Directors
         Eckerd Corporation:

         We have  reviewed the  condensed  consolidated  balance sheet of Eckerd
         Corporation  and  subsidiaries  as of November 2, 1996, and the related
         condensed consolidated  statements of operations and cash flows for the
         thirteen and  thirty-nine  weeks ended November 2, 1996 and October 28,
         1995.  These  condensed   consolidated  financial  statements  are  the
         responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
         American Institute of Certified Public Accountants. A review of interim
         financial  information  consists  principally  of  applying  analytical
         procedures  to  financial   data,  and  making   inquiries  of  persons
         responsible for financial and accounting  matters.  It is substantially
         less in scope than an audit  conducted  in  accordance  with  generally
         accepted auditing  standards,  the objective of which is the expression
         of an opinion  regarding  the  financial  statements  taken as a whole.
         Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
         that  should  be  made  to  the  accompanying   condensed  consolidated
         financial  statements  for  them  to be in  conformity  with  generally
         accepted accounting principles.

         We have  previously  audited,  in accordance  with  generally  accepted
         auditing  standards,  the consolidated  balance sheet as of February 3,
         1996,   and  the  related   consolidated   statements  of   operations,
         stockholders'  equity,  and cash  flows,  for the year then  ended (not
         presented herein); and in our report dated March 26, 1996, we expressed
         an unqualified opinion on those consolidated  financial statements.  In
         our opinion,  the information set forth in the  accompanying  condensed
         consolidated  balance sheet as of February 3, 1996 is fairly stated, in
         all material  respects,  in relation to the consolidated  balance sheet
         from which it has been derived.

                                                       KPMG PEAT MARWICK LLP

         December 9, 1996

                                       11


                           PART II. OTHER INFORMATION

         Item 5.  Other Information

                  On November 3, 1996, the Company  announced  that J.C.  Penney
                  Company,  Inc.  ("Penney"),  a  subsidiary  of Penney  and the
                  Company had entered into a definitive  agreement  (the "Merger
                  Agreement") pursuant to which Penney would acquire the Company
                  through  a cash  tender  offer and  second  step  merger.  The
                  aggregate  transaction  value,  including  the  assumption  of
                  Company debt, is approximately $3.3 billion.

                  The transaction  will be effected  through a cash tender offer
                  at $35.00 per share for approximately  35.3 million shares, or
                  50.1% of Company stock,  which expired on December 6, 1996, to
                  be  followed  by  a  second  step  merger  in  which   Company
                  shareholders  will  receive  (i) if the  Stock  Condition  (as
                  defined in the Merger Agreement) has been satisfied, 0.6604 of
                  a share of Penney stock for each  remaining  Company share not
                  purchased  in the cash  tender  offer  (valued  at $35.00  per
                  Company share,  based on the price of Penney's stock as of the
                  close of  trading  on  November  1, 1996) or (ii) if the Stock
                  Condition has not been satisfied, $35.00 per share in cash. It
                  is  contemplated  that  if the  Company  shareholders  receive
                  Penney  stock in the  merger  the  exchange  of  shares in the
                  second  step  of  the  transaction  will  be  tax-free  to the
                  Company's  shareholders.  It is expected that the  acquisition
                  will be completed in early 1997.

                  The planned  acquisition  would  create a combined  2,600 drug
                  store operation,  stretching across the Northeast, Midwest and
                  the Sunbelt,  with  combined  1997 sales  expected to approach
                  $10.0 billion.  Eckerd President and Chief Executive  Officer,
                  Frank A. Newman,  will become Chief  Executive  officer of the
                  combined  drug store  operations  of Eckerd  and  Thrift  Drug
                  (Penney's  drug store  subsidiary).  Mr.  Newman  will  report
                  directly to James E. Oesterreicher, Chief Executive Officer of
                  Penney,  and will  become a member  of the  Penney  Management
                  Committee.   A  transition  team  headed  by  Mr.  Newman  and
                  including John E. Fesperman,  Penney Senior Vice President and
                  Chairman  of the  Board of Thrift  Drug,  and  Robert  Hannan,
                  President and Chief Executive Officer of Thrift Drug, has been
                  formed to ensure an orderly integration of the two operations.

                                       12

         Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  10.1   Amended and Restated Agreement and Plan of Merger
                         among Eckerd Corporation, J.C. Penney Company,
                         Inc. and Omega Acquisition Corporation, Inc., dated
                         as of November 2, 1996 (filed as Exhibit (c)(1) to the
                         Schedule 14D-1 dated November 7, 1996 and
                         incorporated herein by reference).

                  10.2   Amended and Restated Stock Option Agreement dated
                         as of November 2, 1996, between Eckerd Corporation
                         and J.C. Penney Company, Inc. (filed as Exhibit (c)(2)
                         to the Schedule 14D-1 dated November 7, 1996 and
                         incorporated herein by reference).

                  10.3   Amendment No. 1, dated as of November 2, 1996, to the
                         Employment Agreement made as of February 4, 1996, by
                         and between Eckerd Corporation and Francis A. Newman
                         (filed as Exhibit (c)(3) to the Schedule 14D-1 dated
                         November 7, 1996 and incorporated herein by reference).

                  15.1   Letter re unaudited interim financial information.

                  27     Financial Data Schedule.

         (b)      Reports on Form 8-K

                  The  Company  did not file any  reports on Form 8-K during the
                  thirteen weeks ended November 2, 1996.

                                               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.

                                                 ECKERD CORPORATION
                                                    (Registrant)

         December 13, 1996                       /s/ Samuel G. Wright
                                                 ----------------------
                                                 Samuel G. Wright
                                                 Executive Vice President/
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)

                                       13


                                  Exhibit Index

                               Eckerd Corporation
                                    Form 10-Q


         Exhibit No.         Description of Exhibit                        Page

         10.1          Amended and Restated Agreement and Plan               *
                       of Merger among Eckerd Corporation, J.C. Penney
                       Company, Inc. and Omega Acquisition Corporation,
                       Inc. dated as of November 2, 1996

         10.2          Amended and Restated Stock Option Agreement           *
                       dated as of November 2, 1996 between Eckerd
                       Corporation and J.C. Penney Company, Inc.

         10.3          Amendment No. 1 dated as of November 2, 1996          *
                       to the Employment Agreement made as of
                       February 4, 1996 by and between Eckerd Corporation
                       and Francis A. Newman

         15.1          Letter re unaudited interim financial information

         27            Financial Data Schedule


         -----------------------------
         * Incorporated by reference

                                       14