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 Thirteen and Thirty-Eight Weeks Ended October 25, 1997

                                       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)
                                 (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,  1997  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.

                                       1

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

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

ASSETS                                                                                         Unaudited         Audited
Current assets:                                                                                10/25/97          2/1/97
                                                                                               ---------        ---------
                                  
<S>                                                                                          <C>                <C>    

     Cash (including short-term investments of $2,000 and $57,000)                            $   37,834           71,874
     Receivables                                                                                 126,733          102,393
     Merchandise inventories                                                                   1,228,423          973,265
     Prepaid expenses and other current assets                                                     5,311            3,909
                                                                                               ---------        ---------
               Total current assets                                                            1,398,301        1,151,441
                                                                                               ---------        ---------
Property and equipment, at cost                                                                  879,539          775,690
     Less accumulated depreciation                                                               370,451          329,490
                                                                                               ---------        ---------
               Net property and equipment                                                        509,088          446,200
                                                                                               ---------        ---------
Excess of cost over net assets acquired, less
     accumulated amortization                                                                    113,743           85,656
Favorable lease interests, less accumulated amortization                                          89,606          108,125
Deferred income taxes                                                                             64,343           64,343
Due from affiliates                                                                              290,824                -
Other assets                                                                                      54,518           36,187
                                                                                               ---------        ---------
                                                                                              $2,520,423        1,891,952
                                                                                               =========        =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
     Bank debit balances                                                                      $   15,489           54,252
     Current installments of long-term debt                                                          781              768
     Accounts payable                                                                            435,145          404,945
     Accrued expenses                                                                            384,439          323,717
                                                                                               ---------        ---------
               Total current liabilities                                                         835,854          783,682
                                                                                               ---------        ---------
Other noncurrent liabilities                                                                     149,608          168,240
Long-term debt, excluding current installments                                                 1,279,870          779,951
Stockholders' 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 deficit                                                                            (66,163)        (161,175)
                                                                                               ---------        ---------
               Total stockholder's equity                                                        255,091          160,079
                                                                                               ---------        ---------
                                                                                              $2,520,423        1,891,952
                                                                                               =========        =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2

<TABLE>
<CAPTION>

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

                                                                                         Thirty-Eight      Thirty-Nine
                                                            Thirteen Weeks Ended          Weeks Ended      Weeks Ended
                                                          -------------------------      ------------      -----------  
                                                           10/25/97       11/02/96         10/25/97          11/02/96
                                                          ---------       ---------      ------------      ----------- 
<S>                                                       <C>             <C>               <C>              <C>    
 
Sales and other operating revenue                        $1,467,190       1,280,375         4,276,610        3,887,422
                                                          ---------       ---------         ---------        ---------
Costs and expenses:
     Cost of sales, including store
          occupancy, warehousing and
          delivery expense                                1,165,450       1,012,451         3,347,352        3,043,658
     Operating and administrative expenses                  266,194         238,295           746,393          712,036
                                                          ---------       ---------         ----------       ---------
                Earnings before interest expense             35,546          29,629           182,865          131,728
Interest expense:
     Interest expense, net                                   18,107          15,320            46,141           45,327
     Amortization of original issue discount
          and deferred debt expenses                            133             261               402              765
                                                          ---------       ---------         ---------        ---------
               Total interest expense                        18,240          15,581            46,543           46,092
                                                          ---------       ---------         ---------        ---------
               Earnings before income taxes                  17,306          14,048           136,322           85,636
Income tax expense                                            5,194           3,118            41,310           18,840
                                                          ---------       ---------         ---------        ---------
Net earnings                                             $   12,112          10,930            95,012           66,796
                                                          =========       =========         =========        =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3

<TABLE>
<CAPTION>


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

                                                                                     Thirty-Eight Weeks  Thirty-Nine Weeks
                                                                                       Ended 10/25/97      Ended 11/02/96
                                                                                       --------------      --------------
<S>                                                                                       <C>                   <C>   

Cash flows from operating activities:
     Net earnings                                                                         $  95,012                66,796
     Adjustments to  reconcile  net  earnings to net cash  provided by operating
           activities:
               Depreciation and amortization                                                 74,917                68,484
               Amortization of original issue discount
                    and deferred debt expenses                                                  402                   765
               Increase in receivables, merchandise
                    inventories and prepaid expenses                                       (253,474)             (148,086)
               Increase in accounts payable and
                    accrued expenses                                                         77,743                91,698
               Increase in due from affiliate                                              (290,822)                   -
                                                                                          ---------             ---------
                        Net cash provided by (used in) operating activities                (296,222)               79,657
                                                                                          ---------             ---------
Cash flows from investing activities:
     Additions to property, plant and equipment                                            (115,967)              (89,791)
     Sale of property, plant and equipment                                                    4,809                 2,822
     Acquisition of certain drugstore assets                                                (84,618)              (15,922)
     Other                                                                                   (2,431)               (2,738)
                                                                                          ---------             ---------
                        Net cash used in investing activities                              (198,207)             (105,629)
                                                                                          ---------             ---------
Cash flows from financing activities:
     Decrease in bank debit balances                                                        (38,763)              (42,701)
     Additions to long-term debt                                                                 22                     -
     Reductions of long-term debt                                                           (34,543)                 (829)
     Net additions under intercompany note to J. C. Penney Company, Inc.                    535,000                     -
     Net additions under credit agreements                                                        -                67,500
     Redemption of 9.25% Senior Subordinated Notes                                           (1,327)                    -
     Other                                                                                        -                 2,501
                                                                                          ---------             ---------
                        Net cash provided by financing activities                           460,389                26,471
                                                                                          ---------             ---------
Net increase (decrease) in cash and short-term investments                                  (34,040)                  499
Cash and short-term investments at beginning of period                                       71,874                 7,922
                                                                                          ---------             ---------
Cash and short-term investments at end of period                                         $   37,834                 8,421
                                                                                          =========             =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4

                       ECKERD CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)
Note 1.
-------
On November 2, 1996, Eckerd Corporation ("Old Eckerd") 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 Eckerd debt and the
cash  out  of  certain  outstanding  Old  Eckerd  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 Old Eckerd,  which was  completed in December
1996,  and (ii) the February 27, 1997 exchange in which Old Eckerd  stockholders
received 0.6604 of a share of JCPenney common stock for each share of Old Eckerd
common stock.  After  completing  the  acquisition of Old Eckerd on February 27,
1997, Omega changed its name to Eckerd Corporation (the "Company").

Note 2.
-------
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  normal  recurring
accruals)  necessary to present a fair statement of results for such periods.  A
management fee and certain business  integration  expenses  totaling $48,632 for
the  thirty-eight  week period has been  charged to  affiliates.  The  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
financial  statements and notes filed as part of the Company's  Annual Report on
Form  10-K405  for the  fiscal  year ended  February  1,  1997.  The  results of
operations of the periods  indicated  should not be  considered  as  necessarily
indicative  of  operations  for the full  year.  Prior to the  acquisition,  Old
Eckerd'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 and the second
and third  quarters  consisted of thirteen weeks ended July 27, 1997 and October
25, 1997,  with a  year-to-date  total of  thirty-eight  weeks ended October 25,
1997.  Certain  amounts in the February 1, 1997 condensed  consolidated  balance
sheet have been reclassified to conform to the October 25, 1997 presentation.

Note 3.
-------
Substantially all inventories are determined on a last-in, first-out (LIFO) cost
basis.  At October 25, 1997 and  February 1, 1997,  inventories  would have been
greater by  approximately  $125,100 and $109,900,  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.
<TABLE>
<CAPTION>

                            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                             (Unaudited)
                                           (In Thousands)

                                                          Thirteen Weeks Ended              Thirty-Nine Weeks Ended
                                                      ---------------------------        -----------------------------
                                                       10/25/97         11/02/96          10/25/97           11/02/96
                                                      ----------       ----------        ----------         ----------
<S>                                                  <C>                <C>               <C>                <C>    

Sales and other operating revenue                    $ 1,467,190        1,280,375         4,384,276          3,887,422
Costs of sales                                         1,165,450        1,012,451         3,431,593          3,043,658
Operating and administrative expenses                    266,194          238,295           764,740            712,036
                                                      ----------       ----------        ----------         ----------
Operating earnings                                        35,546           29,629           187,943            131,728
Total interest expense                                    18,240           15,581            47,551             46,092
                                                      ----------       ----------        ----------         ----------
Earnings before income taxes                              17,306           14,048           140,392             85,636
Income tax expense                                         5,194            3,118            42,116             18,840
                                                      ----------       ----------        ----------         ----------
Net earnings                                         $    12,112           10,930            98,276             66,796
                                                      ==========       ==========        ==========         ==========
</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 25,  1997 to the  thirteen  and
thirty-nine  weeks ended November 2, 1996. As noted  previously,  as a result of
the change by the Company of its fiscal year,  Item 1 Financial  Information  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 25, 1997 increased  14.6% and 12.8%,  respectively,  over the 1996
comparable  periods  to $1.5  billion  and  $4.4  billion,  respectively.  Sales
benefited from significant increases in drugstore  prescription sales as well as
from increases in  non-prescription  (front end) sales and from acquired and new
stores as well as increased sales in relocated  freestanding stores.  Comparable
drugstore  sales  (stores  open one year or  more)  increased  8.6% for both the
thirteen and  thirty-nine  week periods  compared to a 7.4% and 8.4% increase in
the respective  1996 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 health category.

Prescription  sales as a  percentage  of  drugstore  sales  were 59.9% and 58.6%
compared to 57.7% and 56.6% for the  comparable  third  quarter and  thirty-nine
week 1996 periods.  The growth in prescription sales was primarily the result of
increased  managed care  prescription  sales.  Managed care  prescription  sales
increased to 80.9% and 79.3% of  prescription  sales compared to 76.4% and 75.1%
in 1996. 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 79.4% and
78.3% for the third  quarter  and  thirty-nine  weeks  ended  October  25,  1997

                                       6

compared to 79.1% and 78.3% for the 1996 comparable  periods.  Cost of sales and
related  expenses  are  currently  benefiting  from a slowing in the  decline in
prescription  gross  profit  margins as well as  improvement  in front end gross
profit margins which were largely offset in the third quarter by increased lower
margin  promotional  activity.  The LIFO  charge for the 1997 third  quarter and
thirty-nine  week  periods  was $5.1  million and $15.2  million,  respectively,
compared  to $4.6  million  and $13.2  million  for the 1996 third  quarter  and
thirty-nine weeks.

Operating and administrative expenses, net of $10.2 million and $50.1 million of
management fees and business  integration  costs charged to affiliates,  for the
third quarter and thirty-nine weeks increased 11.7% and 7.4%, respectively, over
1996 to $266.2  million and $764.7  million,  and as a percentage  of sales were
18.2% and 17.4%, compared to 18.6% and 18.3% in 1996. The decrease for the third
quarter and thirty-nine  weeks as a percentage of sales resulted  primarily from
increased operating  efficiencies,  higher sales, and cost controls which helped
produce  lower costs as a  percentage  of sales in such  expense  categories  as
insurance  and  advertising  for the third quarter and payroll and insurance for
thirty-nine weeks.

Total  interest  expense  for the  1997  third  quarter  and  thirty-nine  weeks
increased  17.1% and 3.2%,  over 1996 to $18.2  million and $47.5  million.  The
increase was due to higher average  borrowings and higher interest rates in both
the third quarter and thirty-nine weeks compared to 1996.

Earnings  before  income  taxes  for the third  quarter  and  thirty-nine  weeks
increased 23.2% and 63.9%,  to $17.3 million and $140.4  million,  respectively.
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 operating
efficiencies and expense control partially offset by higher interest expense.

Income tax expense for the 1997 third  quarter  and  thirty-nine  weeks was $5.2
million (30%) and $42.1 million  (30%),  respectively,  compared to $3.1 million
(22%) and $18.8  million  (22%) in 1996.  Income  tax  expense  in both  periods
represent  federal and state income taxes. The income tax rate was lower in 1996
when  compared to 1997 due to the use of net  operating  loss  carryforwards  in
1996.  In connection  with the  settlement  of the  Company's  Internal  Revenue
Service income tax return  examinations for the January 31, 1987 and January 30,
1988 tax years, the Company's net operating loss  carryforwards were adjusted to
zero and  deferred  tax  assets in the form of  alternative  minimum  tax credit
carryforwards  and deductions  relating to changes in  amortization  methods are
effective for 1997.


               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 Report is presented on page 8 of this report.

                                       7


                       Independent Auditors' Review Report

The Board of Directors
Eckerd Corporation:

We have reviewed the condensed  consolidated balance sheet of Eckerd Corporation
and subsidiaries as of October 25, 1997, and the related condensed  consolidated
statements  of earnings and cash flows for the thirteen and  thirty-eight  weeks
ended October 25, 1997 and the thirteen and thirty-nine  weeks ended November 2,
1996. 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 as of February
1, 1997,  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 April 15, 1997,  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 1, 1997 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 8, 1997

                                       8


                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

    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 25, 1997.


                                   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 8, 1997                                  /s/ Samuel G. Wright
                                                 ----------------------
                                                 Executive Vice President/
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)

                                       9


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

                               Eckerd Corporation
                                    Form 10-Q


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

   15.1           Letter re unaudited interim financial information

   27             Financial Data Schedule

                                       10