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 the Thirty-Nine Weeks Ended October 31, 1998

                                       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 its charter)

        DELAWARE                                       51-0378122
(State of incorporation)                   (I.R.S. Employer Identification No.)

                              8333 Bryan Dairy Road
                              Largo, Florida 33777
              (Address and zip code of principal executive offices)
                                 (727) 395-6000
              (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,  1998  the  registrant  had  100  shares  of  common  stock
outstanding.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM  10-Q AND IS  THEREFORE  FILING  THIS  FORM  10-Q  WITH THE  REDUCED
DISCLOSURE FORMAT PROVIDED FOR IN GENERAL INSTRUCTION H TO FORM 10-Q.




                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                       ECKERD CORPORATION AND SUBSIDIARIES
            (A wholly-owned subsidiary of J. C. Penney Company, Inc.)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                               Unaudited         Audited
                                                                                                10/31/98         1/31/98
                                                                                               ---------        ---------
<S>                                                                                           <C>               <C>
ASSETS 
Current assets:
     Cash (including short-term investments of $57,500 and $0)                                $  188,640           24,883
     Receivables                                                                                 258,590          141,954
     Merchandise inventories                                                                   1,303,491        1,290,708
     Prepaid expenses and other current assets                                                     7,751            4,995
                                                                                               ---------        ---------
               Total current assets                                                            1,758,472        1,462,540
                                                                                               ---------        ---------
Property and equipment, at cost                                                                1,068,440          951,597
     Less accumulated depreciation                                                               434,629          384,630
                                                                                               ---------        ---------
               Net property and equipment                                                        633,811          566,967
                                                                                               ---------        ---------
Excess of cost over net assets acquired, less
     accumulated amortization                                                                    136,628          123,962
Favorable lease interests, less accumulated amortization                                          66,392           82,918
Deferred income taxes                                                                             34,119           34,119
Due from affiliates                                                                              517,866          292,162
Other assets                                                                                      67,868           57,412
                                                                                               ---------        ---------
                                                                                              $3,215,156        2,620,080
                                                                                               =========        =========
LIABILITIES AND STOCKHOLDER'S EQUITY 
Current liabilities:
     Bank debit balances                                                                      $   12,566           53,580
     Current installments of long-term debt                                                        1,419           16,898
     Accounts payable                                                                            499,946          393,195
     Accrued expenses                                                                            423,657          367,965
                                                                                               ---------        ---------
               Total current liabilities                                                         937,588          831,638
                                                                                               ---------        ---------
Other noncurrent liabilities                                                                     142,076          141,895
Long-term debt, excluding current installments                                                   224,177          223,931
Intercompany loan payable to J. C. Penney Company, Inc.                                        1,565,000        1,155,000
Stockholder's equity:
     Voting common stock of $.01 par value.
          Authorized 1,000 shares; issued 100                                                          -                -
     Capital in excess of par value                                                              321,254          321,254
     Retained equity (deficit)                                                                    25,061          (53,638)
                                                                                               ---------        ---------
               Total stockholder's equity                                                        346,315          267,616
                                                                                               ---------        ---------
                                                                                              $3,215,156        2,620,080
                                                                                               =========        =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2



                       ECKERD CORPORATION AND SUBSIDIARIES
            (A wholly-owned subsidiary of J. C. Penney Company, Inc.)
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION> 
                                                                                          Thirty-Nine      Thirty-Eight
                                                             Thirteen Weeks Ended         Weeks Ended       Weeks Ended
                                                          -------------------------        ---------         ---------
                                                           10/31/98        10/25/97        10/31/98          10/25/97
                                                           --------        --------        ---------         ---------
<S>                                                      <C>              <C>              <C>               <C>      
Sales and other operating revenue                        $1,662,776       1,467,190        5,038,216         4,276,610
                                                          ---------       ---------        ---------         ---------
Costs and expenses:
     Cost of sales, including store
          occupancy, warehousing and
          delivery expense                                1,314,098       1,165,450        3,930,507         3,347,352
     Operating and administrative expenses                  310,157         266,194          912,516           746,393
                                                          ---------       ---------        ---------         ---------
                Earnings before interest expense             38,521          35,546          195,193           182,865
Interest expense:
     Interest expense on intercompany loan
          with J. C. Penney Company, Inc.                    18,984          12,909           54,002            31,496
     Interest expense, net                                    4,312           5,198           13,865            14,645
     Amortization of original issue discount
          and deferred debt expenses                            131             133              394               402
                                                          ---------       ---------        ---------         ---------
               Total interest expense                        23,427          18,240           68,261            46,543
                                                          ---------       ---------        ---------         ---------
               Earnings before income taxes                  15,094          17,306          126,932           136,322
Income tax expense                                            5,735           5,194           48,234            41,310
                                                          ---------       ---------        ---------         ---------
Net earnings                                             $    9,359          12,112           78,698            95,012
                                                          =========       =========        =========         =========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3



                       ECKERD CORPORATION AND SUBSIDIARIES
            (A wholly-owned subsidiary of J. C. Penney Company, Inc.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                       Thirty-Nine Weeks    Thirty-Eight Weeks
                                                                                        Ended 10/31/98        Ended 10/25/97
                                                                                        --------------        --------------
                                                       
<S>                                                                                    <C>                   <C>
Cash flows from operating activities:                                                                                            
     Net earnings                                                                          $ 78,698                95,012
     Adjustments to  reconcile  net  earnings to net cash  provided by operating
           activities:
               Depreciation and amortization                                                 84,403                74,917
               Amortization of original issue discount
                    and deferred debt expenses                                                  394                   402
               Increase in receivables, merchandise
                    inventories and prepaid expenses                                        (49,218)             (253,474)
               Increase in accounts payable and accrued expenses                            166,887                77,743
               Increase in due from affiliate                                              (225,700)             (290,822)
                                                                                           --------              --------
                        Net cash provided by (used in) operating activities                  55,464              (296,222)
                                                                                           --------              --------
Cash flows from investing activities:
     Additions to property, plant and equipment                                            (135,822)             (115,967)
     Sale of property, plant and equipment                                                    7,816                 4,809
     Acquisition of certain drugstore assets                                                (18,647)              (84,618)
     Other                                                                                  (20,427)               (2,431)
                                                                                           --------              --------
                        Net cash used in investing activities                              (167,080)             (198,207)
                                                                                           --------              --------
Cash flows from financing activities:
     Decrease  in bank debit balances                                                       (41,014)              (38,763)
     Additions to long-term debt                                                                  -                    22
     Reductions of long-term debt                                                           (15,233)              (34,543)
     Net additions under intercompany note to J. C. Penney Company, Inc.                    410,000               535,000
     Redemption of 9.25% Senior Subordinated Notes                                                -                (1,327)
     Termination of sales of receivables program                                            (78,380)                    -
                                                                                           --------              --------
                        Net cash provided by financing activities                           275,373               460,389
                                                                                           --------              --------
Net increase (decrease) in cash and short-term investments                                  163,757               (34,040)
Cash and short-term investments at beginning of period                                       24,883                71,874
                                                                                           --------              --------
Cash and short-term investments at end of period                                          $ 188,640                37,834
                                                                                           ========              ========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4


                       ECKERD CORPORATION AND SUBSIDIARIES
            (A wholly-owned subsidiary of J. C. Penney Company, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)
Note 1.
-------     
On November 2, 1996, the predecessor  Eckerd Corporation ("Old Company") entered
into a  definitive  agreement  to be acquired by Omega  Acquisition  Corporation
("Omega"), a wholly-owned subsidiary of J. C. Penney Company, Inc. ("JCPenney").
The aggregate  transaction  value,  including the assumption of Old Company debt
and the cash out of certain outstanding Old Company employee stock options,  was
approximately  $3.3 billion.  The  transaction  was effected  through a two-step
process  consisting  of (i) a cash tender offer at $35.00 per share for 50.1% of
the outstanding common stock of the Old Company, which was completed in December
1996, and (ii) the February 27, 1997 exchange in which Old Company  stockholders
received  0.6604  of a share of  JCPenney  common  stock  for each  share of Old
Company  common  stock.  After  completing  the  acquisition  of Old  Company on
February 27, 1997, Omega changed its name to Eckerd Corporation (the "Company").
References to the Company  regarding time periods prior to February 27, 1997 are
to the Old Company.

Note  2.
--------
The interim condensed  consolidated  financial  information is unaudited but, in
the opinion of the Company, includes all adjustments,  consisting only of normal
recurring   accruals,   necessary  for  a  fair   presentation.   The  condensed
consolidated  financial  information  should  be read in  conjunction  with  the
audited  consolidated  financial  statements  included in the  Company's  Annual
Report on Form 10-K405 for the 52 weeks ended  January 31, 1998.  The results of
operations of the periods  indicated  should not be  considered  as  necessarily
indicative  of  operations   for  the  full  year.   The  Company  also  manages
approximately  850 drugstores which are indirectly  wholly-owned by JCPenney and
operated  under the  Eckerd  name.  A  management  fee  which is netted  against
operating  and  administrative  expenses  totaling  $33,194  and $29,046 for the
thirty-nine and thirty-eight week periods ended October 31, 1998 and October 25,
1997,  respectively,  has been  charged  to  affiliates.  In  addition,  for the
thirty-eight  week period ended  October 25, 1997,  $19,586 of certain  business
integration  expenses  were  charged to  affiliates.  The results of the managed
stores are not included in the  financial  results of the Company.  Prior to the
acquisition,  Old  Company's  fiscal year ended the Saturday  closest to January
31st  each  year.  In order  to make its  fiscal  year  end  conform  to that of
JCPenney,  the  Company  changed  its fiscal  year end to the last  Saturday  in
January of each year.  Accordingly,  to conform to the JCPenney fiscal calendar,
the first quarter of fiscal year 1997  consisted of twelve weeks ended April 26,
1997,  the second  quarter  consisted of thirteen weeks ended July 26, 1997, the
third  quarter  consisted  of  thirteen  weeks  ended  October  25,  1997 with a
year-to-date total of thirty-eight weeks ended October 25, 1997.

Note 3.
-------
Substantially all inventories are determined on a last-in, first-out (LIFO) cost
basis.  At October 31, 1998 and January 31,  1998,  inventories  would have been
greater by  approximately  $147,300 and $128,900,  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.


                                       5


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

The  following  narrative  analysis of the  Company's  results of  operations is
presented  pursuant to the reduced  disclosure  format  provided  for in General
Instruction H to Form 10-Q.

                            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                             (Unaudited)
                                           (In Thousands)
<TABLE>
<CAPTION>

                                                          Thirteen Weeks Ended              Thirty-Nine Weeks Ended
                                                      ---------------------------        ----------------------------- 
                                                       10/31/98         10/25/97          10/31/98           10/25/97
                                                      ----------       ----------        ----------         ----------

<S>                                                   <C>               <C>               <C>                <C>      
Sales and other operating revenue                     $1,662,776        1,467,190         5,038,216          4,384,276
Costs of sales                                         1,314,098        1,165,450         3,930,507          3,431,593
Operating and administrative expenses                    310,157          266,194           912,516            764,740
                                                       ---------        ---------         ---------          ---------
Operating earnings                                        38,521           35,546           195,193            187,943
Total interest expense                                    23,427           18,240            68,261             47,551
                                                       ---------        ---------         ---------          ---------
Earnings before income taxes                              15,094           17,306           126,932            140,392
Income tax expense                                         5,735            5,194            48,234             42,116
                                                       ---------        ---------         ---------          ---------
Net earnings                                          $    9,359           12,112            78,698             98,276
                                                       =========        =========         =========          =========
</TABLE>

For comparative  purposes only, the above Condensed  Consolidated  Statements of
Earnings  and the  following  analysis  of results of  operations  compares  the
thirteen  and  thirty-nine  weeks ended  October 31,  1998 to the  thirteen  and
thirty-nine  weeks ended October 25, 1997. As noted  previously,  as a result of
the change by the Company of its fiscal year,  Item 1 Financial  Information for
1997 is  presented  for the thirteen and  thirty-eight  weeks ended  October 25,
1997.

Sales and other operating  revenue for the third quarter and  thirty-nine  weeks
ended October 31, 1998 increased 13.3% and 14.9% over the 1997 comparable period
to $1.663 billion and $5.038 billion. Sales benefited from significant increases
in drugstore  prescription  sales as well as from increases in  non-prescription
(front  end)  sales,  increased  sales  in  relocated  freestanding  stores  and
increases in the first and second  quarters  from acquired  Virginia  drugstores
purchased  in June 1997.  Comparable  drugstore  sales  (stores open one year or
more)  increased  11.5% and 10.5% for the third  quarter  and  thirty-nine  week
periods compared to a 8.6% and 8.6% increase in the respective 1997 periods. The
increases in  comparable  drugstore  sales were  primarily  attributable  to the
increase  in  sales  of  prescription  drugs  as  well  as  increased  sales  of
non-prescription items in the photo/electronics and health categories.

Prescription  sales as a  percentage  of  drugstore  sales  were 62.8% and 61.6%
compared to 59.9% and 58.6% for the  comparable  third  quarter and  thirty-nine
week 1997 periods.  The growth in prescription sales was primarily the result of
increased  managed care prescription  sales and prescription  sales in the first
and  second  quarters  from  the  acquired  Virginia  drugstores.  Managed  care
prescription  sales increased to 84.1% and 83.0% of prescription  sales compared
to 80.9% and 79.3% for the comparable third quarter and thirty-nine week periods
in 1997. Managed care payors typically  negotiate lower prescription prices than

                                       6

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 79.0% and
78.0% for the third  quarter  and  thirty-nine  weeks  ended  October  31,  1998
compared to 79.4% and 78.3% for the 1997 comparable  periods.  Cost of sales and
related  expenses are currently  benefiting from  improvement in front end gross
profit  margins  while  prescription  gross profit  margins are flat compared to
1997. The LIFO charge for thirty-nine  weeks for 1998 was $18.4 million compared
to $15.2  million for 1997.  During the second  quarter,  the  Company  recorded
charges to cost of sales of $26.1 million which were incurred  related to higher
than  expected  shrinkage  rates  during  the  drugstore   integration  process.
Offsetting these losses,  the Company  received $26.0 million from  prescription
price litigation settlements in the second quarter.

Operating  and  administrative  expenses  for the  third  quarter  (net of $12.8
million and $10.2 million of management fees in 1998 and 1997, respectively), as
a  percentage  of sales  was  18.7%  compared  to 18.2% in 1997.  Operating  and
administrative  expenses for  thirty-nine  weeks (net of $33.2 million and $30.5
million  of  management  fees in both  1998 and  1997,  respectively,  and $19.6
million of  business  integration  costs in 1997  charged to  affiliates),  as a
percentage of sales was 18.1%  compared to 17.4% in 1997.  The increase for both
the third  quarter  and  thirty-nine  weeks as a  percentage  of sales  resulted
primarily  from  increased  costs  as a  percentage  of  sales  in such  expense
categories as information technology,  including Year 2000 costs,  depreciation,
insurance and advertising expenses.

Total  interest  expense  for the  1998  third  quarter  and  thirty-nine  weeks
increased  28.4%  and  43.6%  over  1997 to $23.4  million  and  $68.3  million,
including $19.0 million and $54.0 million of interest expense from  intercompany
loans with JCPenney.  The increase was due to higher average  borrowings  during
the thirty-nine weeks and higher interest rates in the first quarter compared to
1997.

Operating  earnings for the third quarter  increased to $38.5 million from $35.5
million in 1997 and for the  thirty-nine  weeks increased to $195.2 million from
$187.9 million for the comparable  period in 1997.  Earnings before income taxes
for the third  quarter and  thirty-nine  weeks  decreased to $15.1  million from
$17.3  million and  decreased  to $126.9  million  from  $140.4  million for the
comparable periods last year.

Income tax expense for the 1998 third  quarter and  thirty-nine  weeks were $5.7
million and $48.2 million (38%) compared to $5.2 million and $42.1 million (30%)
in 1997.  Income tax expense in both periods  represent federal and state income
taxes. The 1997 periods included the use of alternative  minimum tax credits and
other tax credit carryforwards.

Year 2000
The Year 2000 issue exists because many computer systems store and process dates
using only the last two digits of the year.  Such systems,  if not changed,  may
interpret  "00" as "1900"  instead  of the year  "2000".  The  Company  has been
working to identify  and address Year 2000 issues since the latter part of 1996.
The scope of this effort includes internally  developed  information  technology

                                       7

systems,  purchased and leased software,  embedded systems,  and electronic data
interchange transaction processing.

During the first quarter of 1997,  the Company  formed a Year 2000 task force to
provide  guidance to the  Company's  operating  and support  departments  and to
monitor the  progress of efforts to address  Year 2000  issues.  The Company has
also  consulted  with  various  third  parties,  including,  but not limited to,
outside  consultants,  outside  service  providers,   infrastructure  suppliers,
industry  groups,  and  other  retail  companies  and  associations  to  develop
industrywide  approaches  to the Year 2000 issue,  to gain insights to problems,
and to  provide  additional  perspectives  on  solutions.  It is  expected  that
compliance work will be substantially completed by the end of 1998. Beginning in
January 1999, all systems  critical to the Company's  business will be retested.
The  Company  has  also  focused  on the  Year  2000  compliance  status  of its
suppliers,  and is  participating  in a  National  Retail  Federation  survey of
suppliers and service providers to determine their Year 2000 readiness.

Despite the significant efforts to address Year 2000 concerns, the Company could
potentially  experience  disruptions to some of its operations,  including those
resulting   from   noncompliant   systems  used  by  third  party  business  and
governmental  entities.  The Company has developed  contingency plans to address
potential Year 2000 disruptions.  These plans include business  continuity plans
that address  accessibility and  functionality of Company  facilities as well as
steps to be  taken  if an event  causes  failure  of a  system  critical  to the
Company's core business activities.

Through October 31, 1998, the Company has incurred  approximately $11 million on
a cumulative basis to achieve Year 2000 compliance. The Company's projected cost
for Year 2000 remediation  including capital expenditures is currently estimated
to be $18  million.  Total costs have not had,  and are not  expected to have, a
material impact on the Company's financial results.

New Accounting Rules
The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities",  which is effective for quarters beginning after June 15, 1999. The
Company has no derivative products.

The American  Institute of Certified Public Accountants has issued Statements of
Position  (SOP)  No.  98-1,  "Accounting  for the  Costs  of  Computer  Software
Developed or Obtained for Internal Use" and No. 98-5, "Reporting on the Costs of
Start-up  Activities." The new accounting rules, which have been adopted, do not
have a material impact on the Company.

               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  Independent
Auditors' Review is presented on page 9 of this report.

                                       8



                       Independent Auditors' Review Report
                       -----------------------------------

The Board of Directors
Eckerd Corporation:

We have reviewed the condensed  consolidated balance sheet of Eckerd Corporation
and subsidiaries (a wholly-owned  subsidiary of J.C. Penney Company, Inc.) as of
October 31, 1998, and the related condensed consolidated  statements of earnings
and cash flows for the thirteen and thirty-nine weeks ended October 31, 1998 and
the thirteen and  thirty-eight  weeks ended  October 25, 1997.  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 condensed consolidated financial statements referred to above 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 of Eckerd Corporation and subsidiaries
(a wholly-owned subsidiary of J.C. Penney Company, Inc.) as of January 31, 1998,
and the related consolidated  statements of earnings,  stockholders' equity, and
cash  flows for the year then ended (not  presented  herein);  and in our report
dated  February  26,  1998,  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 January 31, 1998, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


/s/  KPMG PEAT MARWICK LLP

December 14, 1998

                                       9


                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

The Company has no material legal  proceedings  pending against it.  Information
regarding  certain  legal  proceedings  involving  the  Company  was  previously
reported  in the  Company's  Annual  Report on Form  10-K405 for the fiscal year
ended January 31, 1998.  As reported in that Form 10-K405,  management is of the
opinion that such legal proceedings should not have a material adverse effect on
the Company's consolidated financial position or results of operations.

As reported in that Form  10-K405,  on February 4, 1998, a civil  complaint  was
filed  jointly  in  federal  court in Tampa,  Florida  by the  Florida  Attorney
General,  the U.S. Department of Justice, and the U.S. Attorney's Office for the
Middle District of Florida relating to the partial filling of prescriptions. The
Company  filed a Motion to Dismiss and to Strike.  On September  20,  1998,  the
court granted the Company's Motion to Dismiss the plaintiffs'  claims for unjust
enrichment  and  payment by mistake of fact and denied its Motion to Dismiss the
plaintiffs'  claims  under the  Florida and  federal  False  Claims Acts and for
breach of  contract.  The  Company's  Motion to Strike  was denied on grounds of
mootness in light of the court's ruling on the Motion to Dismiss. On October 22,
1998 the Company filed an Answer and Counterclaim to the plaintiffs'  complaint.
The Answer  denied  the  plaintiffs'  substantive  allegations,  raised  several
affirmative  defenses to the plaintiffs' claims and  counterclaimed  against the
State of Florida for breach of contract  for failing to pay amounts  owed to the
Company for  prescriptions  delivered to  beneficiaries of the State of Florida.
The Company  expects  discovery in the lawsuit to begin in the first  quarter of
1999.

The Company's Form 10-K405 also reported that a purported  class action entitled
Board of Trustees of the  Carpenters & Milwrights of Houston & Vicinity  Welfare
Trust  Fund v.  Eckerd  Corporation  was  filed  on April  22,  1998 in the U.S.
District  Court for the  Eastern  District  of Texas,  Texarkana  Division.  The
Company  filed a Motion to Dismiss the  lawsuit.  On November 12, 1998 the court
denied the  Company's  Motion to Dismiss and ordered the  plaintiffs  to replead
their claim to comport with the formal requirements of the RICO Act.

                                       10

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

    10   Eckerd  Corporation  Loan  Agreement,  dated as of September  28, 1998,
         between J.C. Penney Company, Inc., as Lender and Eckerd Corporation, as
         Borrower  (incorporated  by  reference  to Exhibit 10 to the  Quarterly
         Report on Form 10-Q for the 13 and 39 week  periods  ended  October 31,
         1998 of J.C. Penney Company, Inc., SEC File No. 1-777).

    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 October 31, 1998.


                                   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 15, 1998
                                                        /s/ Samuel G. Wright
                                                       ---------------------
                                                         Samuel G. Wright
                                                    Executive Vice President/
                                                     Chief Financial Officer
                                                 (Principal Accounting Officer)

                                       11



                                  Exhibit Index
                                  -------------

                               Eckerd Corporation
                                    Form 10-Q


Exhibit No.           Description of Exhibit
-----------           ----------------------

   10                 Eckerd  Corporation Loan Agreement,  dated as of September
                      28, 1998, between J.C. Penney Company, Inc., as Lender and
                      Eckerd Corporation, as Borrower (incorporated by reference
                      to Exhibit 10 to the Quarterly Report on Form 10-Q for the
                      13 and 39 week  periods  ended  October  31,  1998 of J.C.
                      Penney Company, Inc., SEC File No. 1-777).

   15.1               Letter re unaudited interim financial information


   27                 Financial Data Schedule


                                       12