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 Twelve Weeks Ended April 26, 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 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 May 31, 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.


<PAGE>


                          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:                                                                                4/26/97           2/1/97
                                                                                              ----------       ----------
<S>                                                                                           <C>              <C>           
     Cash (including short-term investments of $47,746 and $57,000)                           $   55,686           71,874
     Receivables                                                                                  78,209          102,393
     Merchandise inventories                                                                   1,011,961          973,265
     Prepaid expenses and other current assets                                                     7,393            3,909
                                                                                              ----------       ----------
               Total current assets                                                            1,153,249        1,151,441
                                                                                               ---------       ----------
Property and equipment, at cost                                                                  804,522          775,690
     Less accumulated depreciation                                                               343,919          329,490
                                                                                              ----------       ----------
               Net property and equipment                                                        460,603          446,200
                                                                                              ----------       ----------
Excess of cost over net assets acquired, less
     accumulated amortization                                                                     84,783           85,656
Favorable lease interests, less accumulated amortization                                         102,458          108,125
Unamortized debt expenses                                                                          3,418            3,553
Other assets                                                                                     126,175           96,977
                                                                                               ---------       ----------
                                                                                              $1,930,686        1,891,952
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
     Bank debit balances                                                                      $   70,519           54,252
     Current installments of long-term debt                                                          782              768
     Accounts payable                                                                            383,994          404,945
     Accrued expenses                                                                            314,052          323,717
                                                                                               ---------       ----------
               Total current liabilities                                                         769,347          783,682
                                                                                               ---------       ----------
Other noncurrent liabilities                                                                     161,857          168,240
Long-term debt, excluding current installments                                                   791,150          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                                                                           (112,922)        (161,175)
                                                                                               ---------       ----------
               Total stockholders' equity                                                        208,332          160,079
                                                                                               ---------       ----------

                                                                                              $1,930,686        1,891,952
                                                                                               =========       ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


<TABLE>
<CAPTION>


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

                                                                                      Twelve Weeks         Thirteen Weeks
                                                                                      Ended 4/26/97         Ended 5/4/96
                                                                                      -------------        --------------
<S>                                                                                    <C>                    <C>

Sales and other operating revenue                                                      $1,381,638             1,354,619
                                                                                        ---------             ---------
Costs and expenses:
     Cost of sales, including store
          occupancy, warehousing and
          delivery expense                                                              1,070,108             1,051,423
     Operating and administrative expenses                                                230,099               237,533
                                                                                        ---------             ---------
                Earnings before interest expense                                           81,431                65,663
Interest expense:
     Interest expense, net                                                                 11,776                14,886
     Amortization of original issue discount
          and deferred debt expenses                                                          135                   253
                                                                                        ---------             ---------
               Total interest expense                                                      11,911                15,139
                                                                                        ---------             ---------
               Earnings before income taxes                                                69,520                50,524
Income tax expense                                                                         21,267                11,114
                                                                                        ---------             ---------
Net earnings                                                                           $   48,253                39,410
                                                                                        =========             =========

</TABLE>

See accompanying notes to condensed consolidated financial statements.




<TABLE>
<CAPTION>


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

                                                                                         Twelve Weeks      Thirteen Weeks
                                                                                         Ended 4/26/97      Ended 5/4/96
                                                                                         -------------      ------------
<S>                                                                                       <C>                  <C>   

Cash Flows from operating activities:                                                                                         
     Net earnings                                                                         $  48,253              39,410
     Adjustments to  reconcile  net  earnings to net cash  provided by operating
           activities:
               Depreciation and amortization                                                 23,143              22,362
               Amortization of original issue discount
                    and deferred debt expenses                                                  135                 253
               Increase in receivables, merchandise
                    inventories and prepaid expenses                                        (27,127)            (39,718)
               Decrease in accounts payable and
                    accrued expenses                                                        (35,028)             (2,052)
               Management fee receivable from affiliate                                     (18,000)                 -
                                                                                           --------            --------
                         Net cash provided by (used in) operating activities                 (8,624)             20,255
                                                                                           --------            --------
Cash flows from investing activities:
     Additions to property, plant and equipment                                             (32,890)            (25,804)
     Sale of property, plant and equipment                                                    1,171                 242
     Acquisition of certain drug store assets                                                  (894)               (860)
     Other                                                                                   (2,433)             (2,529)
                                                                                           --------            --------
                        Net cash used in investing activities                               (35,046)            (28,951)
                                                                                           --------            --------
Cash flows from financing activities:
     Increase (decrease) in bank debit balances                                              16,267             (26,712)
     Additions to long-term debt                                                                 22                   -
     Reductions of long-term debt                                                           (32,579)               (472)
     Net additions under intercompany note to J. C. Penney Company, Inc.                     45,098                   -
     Net additions under credit agreements                                                        -              36,000
     Redemption of 9.25% Senior Subordinated Notes                                           (1,327)                  -
     Other                                                                                        1                 664
                                                                                           --------            --------
                        Net cash provided by financing activities                            27,482               9,480
                                                                                           --------            --------
Net increase (decrease) in cash and short-term investments                                  (16,188)                784
Cash and short-term investments at beginning of period                                       71,874               7,922
                                                                                           --------            --------
Cash and short-term investments at end of period                                          $  55,686               8,706
                                                                                           ========            ========
</TABLE>


See accompanying notes to condensed consolidated financial statements.




                         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 $18,000 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 the twelve week period ended
         April 26, 1997.

         Certain amounts in the February 1, 1997 condensed  consolidated balance
         sheet  have  been  reclassified  to  conform  to  the  April  26,  1997
         presentation.

         Note 3.
         Substantially  all inventories  are determined on a last-in,  first-out
         (LIFO) cost basis. At April 26, 1997 and February 1, 1997,  inventories
         would  have  been  greater  by  approximately  $115,100  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.



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


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

                                                     Thirteen Weeks
                                                     --------------
                                          Ended 4/26/97          Ended 5/4/96
                                           -----------           ------------
Sales and other operating revenue           $1,489,304              1,354,619
Costs of sales                               1,154,349              1,051,423
Operating and administrative expenses          248,446                237,533
                                             ---------              ---------
Operating earnings                              86,509                 65,663
Total interest expense                          12,919                 15,139
                                             ---------              ---------
Earnings before income taxes                    73,590                 50,524
Income tax expense                              22,073                 11,114
                                             ---------              ---------
Net earnings                                $   51,517                 39,410
                                             =========              =========

For comparative  purposes only, the above Condensed  Consolidated  Statements of
Operations  and the following  analysis of results of  operations  for the first
quarter  compares the thirteen  weeks ended April 26, 1997 to the thirteen weeks
ended May 4, 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 twelve
weeks ended April 26, 1997.

Sales and other  operating  revenue for the first quarter of 1997 increased 9.9%
over the 1996 first quarter to $1.5 billion.  Sales  benefited from  significant
increases  in  drugstore  prescription  sales  as  well  as  from  increases  in
non-prescription (front end) sales. Drugstore prescription sales increased 13.4%
to $852 million and front end sales  increased 5.6% to $635 million.  Comparable
drugstore sales (stores open one year or more) increased 8.0% compared to a 9.6%
increase in 1996.  The  increase in  comparable  drugstore  sales was  primarily
attributable to the increase in sales of prescription drugs as well as increased
sales of non-prescription items in the health and convenience categories.

Prescription sales as a percentage of drugstore sales were 57.3% for the quarter
compared to 55.6% for the  comparable  1996 period.  The growth in  prescription
sales was primarily  the result of increased  managed care  prescription  sales.
Managed  care  prescription  sales  increased  to  78.3% of  prescription  sales
compared to 73.9% in 1996.  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 77.5% for the
quarter compared to 77.6% for 1996's comparable quarter. The decrease in cost of
sales and  related  expenses  is  attributable  to a slowing  in the  decline in
prescription  gross  profit  margins as well as  improvement  in front end gross
profit  margins.  The LIFO charge was $5.2 million  compared to $4.2 million for
1996's first quarter.

Operating and administrative  expenses,  net of $19.5 million of management fees
and business  integration  costs  charged to  affiliates,  for the first quarter
increased  4.6% over 1996 to $248.4  million and  decreased as a  percentage  of
sales to  16.7%  from  17.5% in 1996.  The  decrease  as a  percentage  of sales
resulted primarily from operating efficiencies,  higher sales, and cost controls
which  helped  produce  lower  costs as a  percentage  of sales in such  expense
categories  as payroll and  insurance,  net of  increased  business  integration
expenses.

Total interest expense for the first quarter  decreased 14.7% from 1996 to $12.9
million.  The decrease was due to lower average  borrowings  and lower  interest
rates on borrowings compared to bank loan interest rate spreads in 1996.

Earnings  before income taxes for the quarter  increased 45.7% to $73.6 million.
The  increase was 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.

Income tax expense for the first  quarter was $22.1  million  (30%)  compared to
$11.1  million  (22%) in 1996.  Income tax  expense in both  periods  represents
federal and state income  taxes.  In addition,  the income tax rate was lower in
1996 when compared to 1997 due to the use of net operating  loss  carryforwards,
which were fully utilized during fiscal year 1996.


               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 8 of this report.



                               Accountants' Report

The Board of Directors
Eckerd Corporation:

We have reviewed the condensed  consolidated balance sheet of Eckerd Corporation
and  subsidiaries as of April 26, 1997, and the related  condensed  consolidated
statements  of earnings and cash flows for the twelve weeks ended April 26, 1997
and thirteen weeks ended May 4, 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 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  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

         June 6, 1997





         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
                  twelve weeks ended April 26, 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)

         June 10, 1997                           /s/ Samuel G. Wright
                                                 ----------------------
                                                 Samuel G. Wright
                                                 Executive Vice President/
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)





                                  Exhibit Index

                               Eckerd Corporation
                                    Form 10-Q


 Exhibit No.                 Description of Exhibit

    15.1            Letter re unaudited interim financial information

    27              Financial Data Schedule