As filed with the Securities and Exchange Commission on JUNE 11, 1997

                                            Registration No.333-28077

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                      POST-EFFECTIVE AMENDMENT NO. 1
                              
                               FORM S-3
                         Registration Statement
                    UNDER THE SECURITIES ACT OF 1933
                              
                           PHARMHOUSE CORP.
          (Exact name of registrant as specified in its charter)

             New York                        13-2634868
       (State or other jurisdiction of     I.R.S. Employer
       incorporation or organization)    Identification No.)

                             860 Broadway
                      New York, New York 10003
                           (212) 477-9400

     (Address, including zip code, and telephone number,
     including area code, of registrant's principal executive
     offices)

          Kenneth A. Davis, President and Chief Executive Officer
                            860 Broadway
                      New York, New York 10003
                           (212) 477-9400
          
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
                  Melvin Katz, Esq. Maloney, Mehlman & Katz
                          405 Lexington  Avenue
                      New York, New York 10174
                           (212) 973-6900

Approximate date of commencement of proposed sale to the
public: As soon as practicable after effective date of this
Post-Effective Amendment to the Registration Statement.

If any of the securities being registered on this Form are to
be  offered on a delayed or continuous basis pursuant to Rule
415  under  the  Securities Act of 1933, check the  following
box.  X

                            PROSPECTUS

                         PHARMHOUSE CORP.

            Warrants to Purchase 209,195 Common Shares

THE  SECURITIES  OFFERED  HEREBY ARE HIGHLY  SPECULATIVE  AND
INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS".

     This Prospectus relates to (i) Warrants (the "Warrants")
to  purchase 209,195 Common Shares, $.01 par value per  share
(the  "Common  Shares" or the "Shares"), of Pharmhouse  Corp.
(the  "Company") and (ii) 209,195 Common Shares issuable upon
exercise of the Warrants (the "Shares"), all of which may  be
offered  from  time to time by the Selling Shareholder  named
herein.   The  Warrants were issued by  the  Company  to  the
Selling  Shareholder in December 1991 in connection with  the
Selling  Shareholder's extension of a secured credit facility
to the Company in December 1991 and the Selling Shareholder's
participation  in previous secured lending arrangements  with
the Company.

      All  of  the  Warrants expire on December  31,1997  and
consist  of Class A, Class B and Class C Warrants exercisable
at  exercise prices ranging from $.1884 per Share  to  $1.914
per  Share.   For  further information, see  "Description  of
Securities."

      The  Common Shares are quoted on the NASDAQ  Small  Cap
Market under the symbol "PHSE."  The closing bid price of the
Common  shares on the NASDAQ SmallCap Market on JUNE 9,  1997
was $8.75. Prospective purchasers of the Shares are urged  to
obtain  a  current  price quotation.  The  Warrants  are  not
listed  for  trading  on  any  exchange  nor  traded  on  any
established trading market or system. Therefore, there is  no
active  trading  market  for the Warrants  and  there  is  no
assurance that any such market for the Warrants will develop.

      It  is  anticipated that the Selling  Shareholder  will
offer  the Shares (when and if issued) for sale from time  to
time at the prices prevailing on the NASDAQ Small Cap Market.
The  Selling  Shareholder also may sell the securities  which
are the subject of this Prospectus privately, either directly
to purchasers or through one or more brokers or dealers.  See
"Plan  of  Distribution."  The Company shall, at its expense,
take such actions, including filing post-effective amendments
to  the Registration Statement of which this Prospectus is  a
part  and/or  preparing supplements to  this  Prospectus,  as
shall  be required to enable the Selling Shareholder lawfully
to  sell the Shares during a period terminating on the  180th
day following the date hereof.

      The Company will receive none of the proceeds from  the
sale  of  the  Shares and the Warrants offered hereby  (other
than  the  exercise  prices of the Warrants  payable  to  the
Company  for the issuance of the Common Shares).  All selling
and  other  expenses in connection with the registration  and
offer  and sale of the Shares and the Warrants will be  borne
by the Company.

      The  Selling  Shareholder, and the brokers  or  dealers
through  whom  sales of the Shares or Warrants are  made,  if
any, may be deemed to be "underwriters" within the meaning of
section 2(11) of the Securities Act of 1933, as amended  (the
"Securities Act").  In addition, any profits realized by  the
Selling Shareholder or such brokers or dealers may be  deemed
to  be  underwriting compensation within the meaning  of  the
Securities Act.

      THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY  THE  SECURITIES  AND  EXCHANGE COMMISSION  OR  ANY  STATE
SECURITIES  COMMISSION  NOR HAS THE SECURITIES  AND  EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY  OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

        The date of this Prospectus is June 11, 1997


      No  person is authorized to give any information or  to
make  any  representation not contained  or  incorporated  by
reference  in  this Prospectus and, if given  or  made,  such
information  or  representation must not be  relied  upon  as
having  been  authorized by the Company  or  by  the  Selling
Shareholder.  This Prospectus does not constitute an offer to
sell  or a solicitation of an offer to buy any securities  in
any  jurisdiction in which such offer or solicitation is  not
authorized  or  in  which the person  making  such  offer  or
solicitation  is not qualified to do so or to any  person  to
whom  it  is  unlawful  to make such offer  or  solicitation.
Neither  the  delivery of this Prospectus nor any  sale  made
hereunder   shall,  under  any  circumstances,   create   any
implication that the information contained herein is  correct
as of any time subsequent to the date hereof.

AVAILABLE INFORMATION

     The Company is subject to the informational requirements
of  the  Securities  Exchange Act of 1934,  as  amended  (the
"Exchange Act"), and, in accordance therewith, files reports,
proxy  statements and other information with  the  Securities
and  Exchange  Commission (the "Commission").  Such  reports,
proxy  statements and other information can be inspected  and
copied  at the public reference facilities maintained by  the
Commission at 450 Fifth Street, N.W.,  Washington D.C.  20549
and  at the following Regional Offices of the Commission: New
York  Regional Office, 7 World Trade Center, Suite 1300,  New
York,  New  York  10048;  Los Angeles Regional  Office,  5757
Wilshire Boulevard, Suite 500, Los Angeles, California 90036;
and  Chicago Regional Office, Northwestern Atrium Center, 500
West  Madison  Street, Suite 1400, Chicago,  Illinois  60661.
Copies  of  such  material may be obtained  from  the  Public
Reference  Section  of the Commission at  450  Fifth  Street,
N.W., Washington, D.C. 20549, at prescribed rates.

     The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act (together with
all  amendments, exhibits and documents incorporated  therein
by  reference, the "Registration Statement") with respect  to
the  Shares offered hereby.  This Prospectus does not contain
all   of  the  information  set  forth  in  the  Registration
Statement,  of  which  this Prospectus  is  a  part,  or  any
amendments  thereto,  certain portions  of  which  have  been
omitted  pursuant to the Commission's rules and  regulations.
The   information  so  omitted  may  be  obtained  from   the
Commission's  principal  office  in  Washington,  D.C.   upon
payment  of  the  fees  prescribed by  the  Commission.   Any
statements contained herein concerning the provisions of  any
document  are  not necessarily complete and in each  instance
reference  is made to the copy of such document filed  as  an
exhibit to the Registration Statement or otherwise filed with
the  Commission.  Each such statement  is  qualified  in  its
entirety  by  such  reference.  For further information  with
respect  to  the Company and the Common Shares, reference  is
made to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents heretofore filed by the Company
with  the Commission(File No. 1-7090) are incorporated herein
by reference:

      (i)   the Company's Annual Report on Form 10-K for  its
fiscal year ended February 1, 1997; and

      (ii)   THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q  FOR
ITS FISCAL QUARTER ENDED MAY 3, 1997; AND

      (iii) the description of the Common Shares contained in
the Company's Restated Certificate of Incorporation filed  as
Exhibit  3.1  to the Company's Current Report  on  Form  8-K,
dated   December  24,  1991,  as  amended  by  the  Company's
Certificate  of  Amendment  of Certificate  of  Incorporation
filed as Exhibit 3.1 to the Company's Current Report on  Form
8-K, dated April 9, 1993.

      All  documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act  subsequent to the date of this Prospectus and  prior  to
the  termination  of the offering of the Shares  pursuant  to
this  Prospectus  shall  be  deemed  to  be  incorporated  by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.  Any statement contained in
a  document  incorporated or deemed  to  be  incorporated  by
reference herein shall be deemed to be modified or superseded
for  purposes  of  this  Prospectus  to  the  extent  that  a
statement  contained  herein or  in  any  subsequently  filed
document  which  also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.   Any
statement  so  modified or superseded shall  not  be  deemed,
except  as so modified or superseded, to constitute  part  of
this Prospectus.  The Company will provide without charge  to
each  person to whom this Prospectus is delivered, upon  such
person's  written or oral request, a copy of any and  all  of
the  documents  that have been incorporated by  reference  in
this  Prospectus  or the Registration Statement  (other  than
exhibits   to   such  documents  unless  such  exhibits   are
specifically incorporated by reference into such  documents).
Any   such  request  should  be  directed  to  the  Corporate
Secretary  of Pharmhouse Corp., 860 Broadway, New  York,  New
York  10003 (telephone number (212) 4779400).

GENERAL AND RECENT DEVELOPMENTS

      Pharmhouse Corp. (the "Company") currently  operates  a
chain  of  35  deep  discount drugstores,  13  of  which  are
operated  under  the  name  of  Pharmhouse  (the  "Pharmhouse
Stores") and 22 of which are operated under the name  of  The
Rx  Place (the "Rx Stores").  The Rx Stores were acquired  by
the  Company from F.W. Woolworth Co. in late April 1995  and,
by  reason  of a recent settlement of litigation between  the
Company and Woolworth permitting the Company to return up  to
seven Rx Stores to Woolworth, SUBJECT TO THE CONDITIONS NOTED
BELOW,  TWO  of  which have already been  returned,  and  the
closing  of one Pharmhouse Store, it is anticipated that  the
Company  will  be operating between 30 and 32 stores  in  the
near future.

      On  January  31,  1997,  the Company  entered  into  an
agreement  with F.W. Woolworth Co. and Woolworth  Corporation
(collectively  "Woolworth") pursuant  to  which  the  parties
settled   litigation  instituted  by  the   Company   against
Woolworth in January 1996 and related arbitration proceedings
arising out of the Company's acquisition of the assets of  24
Rx  Stores  from Woolworth in late April 1995 (the "Woolworth
Settlement").  Among other matters, the Woolworth  Settlement
provided  for the forgiveness and cancellation  of  all  then
outstanding  indebtedness owing by the Company  to  Woolworth
for  the  deferred portion of the purchase price  of  the  Rx
Stores'  assets  (which,  as  of February  1,  1997,  equaled
approximately  $9,500,000 including accrued interest)  except
for  $1,000,000 which was converted to a non interest bearing
contingent obligation and which is to be canceled on July 30,
1998,   subject  to  certain  conditions.  Pursuant  to   the
Woolworth Settlement the Company also obtained the  right  to
return to Woolworth up to seven Rx Stores, two of which  have
already been reassigned or redelivered to Woolworth, and  the
remaining  five  of  which may, at the Company's  option  and
subject  to  the  conditions of the Woolworth Settlement,  be
reassigned to Woolworth by July 31, 1997 if they do not  show
a   store  operating  profit  for  a  stipulated  period  (as
calculated  by the Company) or such stores may be  reacquired
by  Woolworth.  Woolworth further agreed to pay or  reimburse
the  Company for the rental and other carrying costs of these
seven Rx Stores from January 15, 1997 through the date of the
reassignment  or redelivery of the leases by the  Company  to
Woolworth.   Under  the  Woolworth  Settlement,  the  Company
agreed  to  pay Woolworth approximately $195,000 for  certain
outstanding  rentals and other charges which  had  previously
been  accrued in the Company's financial statements  and  the
Company's  right to use the service mark "The Rx  Place"  has
been  extended  to April 2001.  For further information,  see
"Risk Factors" and "The Company."
RISK FACTORS

      THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE
AND  INVOLVE  A  HIGH  DEGREE OF RISK.  PRIOR  TO  MAKING  AN
INVESTMENT  DECISION  WITH  RESPECT  TO  SECURITIES  OF   THE
COMPANY,  PROSPECTIVE  INVESTORS SHOULD  CAREFULLY  CONSIDER,
ALONG  WITH  THE OTHER MATTERS DISCUSSED IN THIS  PROSPECTUS,
THE FOLLOWING RISK FACTORS:

      Results of Operations; Losses in Prior Years.  For  its
fiscal  year  ended  February 1, 1997  ("fiscal  1997"),  the
Company   earned  $1,334,000  after  giving  effect   to   an
extraordinary  gain of $7,142,000 (net of certain  provisions
and   expenses)  resulting  from  the  Woolworth   Settlement
described elsewhere under this caption compared to a net loss
sustained  by the Company of $2,507,000 for its  fiscal  year
ended  February  3, 1996 ("fiscal 1996").  The  Company  also
sustained  net  losses in each of its three  previous  fiscal
years.   Its  loss  from  operations,  before  interest   and
extraordinary  items,  in  fiscal 1997  was  $1,578,000  and,
except for income from operations of $419,000 in fiscal 1996,
the  Company  has sustained operating losses from  continuing
operations  since  it  commenced  operation  of   its   first
Pharmhouse  Store  in  1990.  Management  believes,  however,
that,   as  a  result  of  continuing  improvements  in   its
operations  and the terms of the recent Woolworth  Settlement
pursuant  to which, among other matters, the Company received
the right to return to Woolworth up to seven under-performing
Rx  Stores,  the  Company will be able to achieve  profitable
operations  in  the  future.   There  can  be  no  assurance,
however, when or whether such profitable operations  will  be
achieved.   THE  Company SUSTAINED A LOSS  DURING  THE  FIRST
QUARTER  OF ITS CURRENT FISCAL YEAR AND, ALTHOUGH  THAT  LOSS
WAS SUBSTANTIALLY LESS THAN THE LOSS SUSTAINED BY THE COMPANY
FOR THE COMPARABLE QUARTER IN FISCAL 1997, IT may continue to
incur losses in future fiscal periods.

      Effect of Woolworth Settlement.   Management   believes
that, by reason of the substantial cancellation of indebtedness
pursuant to the Woolworth Settlement, the Company's financial
condition   has  improved  significantly.   Management   also
believes  that the Company's right to return up to  seven  Rx
Stores  to  Woolworth  and  not to  continue  to  bear  their
increased rental and other occupancy costs has and will  have
a  material positive effect upon the Company's cash  flow  as
well  as  enhance the Company's ability to achieve profitable
operations in the future.  Same store revenues of these seven
Rx Stores, as a group, declined by 12.6% during the last nine
months  of fiscal 1997 compared to the same nine month period
in fiscal 1996, whereas same store revenues for the Company's
remaining 17 Rx Stores, as a group, declined during that nine
month  period  by 7.9% before, and 5.6% after, adjusting  for
the  one week shorter period in fiscal 1997 compared  to  the
same   period  in  fiscal  1996.  However,  management   also
estimates   that  same  store  revenues  of   the   Company's
Pharmhouse  Stores, one of which is currently  being  closed,
also  declined  in  fiscal  1997  compared  to  fiscal  1996,
although  the  percentage  of  such  decline  (estimated   by
management at 3.3% before, and 1.3% after, adjustment for the
one  week  shorter fiscal 1997) was substantially  less  than
that  experienced  by  the  Rx Stores.  Furthermore,  despite
improvements  in the gross profit margins of  the  Pharmhouse
Stores  in  recent  years, the Company  has  not  experienced
consistent   revenue  growth  from  the  operation   of   the
Pharmhouse  Stores  in  prior years and  the  sales  revenues
generated   by   its  remaining  17  Rx  Stores   have   been
disappointing  since  their acquisition in  1995.  Therefore,
while  management believes that the financial and  cash  flow
benefits  derived from the Woolworth Settlement  will  assist
the  Company in improving the results of its operations,  the
ability of the Company's remaining Pharmhouse Stores  and  Rx
Stores to generate such levels of revenues as will enable the
Company to achieve profitable results of operations in future
fiscal periods cannot now be determined.

      Dependence  Upon Secured Financing; Increased  Interest
Expense.  In connection with its acquisition of the Rx Stores
in April 1995, the Company (1) established a Revolving Credit
Facility  pursuant to which a secured lender  has  agreed  to
provide  the  Company with up to $45,000,000 of secured  debt
financing,  limited to 60% of the defined cost value  of  the
Company's  inventory  (the "Revolving Credit  Facility")  for
general  corporate  and  working  capital  purposes  and  (2)
borrowed an additional $3,000,000, on a subordinated  secured
basis, from an unaffiliated trade supplier (the "Subordinated
Secured   Loan").   The  Company  had  longterm  indebtedness
(including  the  current portion thereof) as at  February  1,
1997  of  approximately  $32,040,000, compared  to  long-term
indebtedness  (including the current portion thereof)  as  at
February 3, 1996 of approximately $38,460,000.  The Company's
interest  expense for fiscal 1997 was $4,230,000 compared  to
the  lesser  interest expense of $3,544,000,  reflecting  the
costs  of the operation of the Rx Stores for but nine  months
of fiscal 1996.  For the foreseeable future, the Company will
continue to rely upon the Revolving Credit Facility to fund a
significant portion of its operations and the Company and its
shareholders  will remain subject to the risk  that,  in  the
event of a default by the Company in the satisfaction of  its
secured debt obligations, the secured lenders will be able to
foreclose  upon  the assets of the Company  to  satisfy  such
indebtedness  through  the forced liquidation  of  all  or  a
substantial  portion of the Company and its  operations.   In
addition,  the initial term of the Revolving Credit  Facility
expires  on April 28, 1998 subject to renewal, at the  option
of the secured lender or the Company, for successive one year
periods  thereafter.  The failure of the  secured  lender  to
elect  to  renew  the Revolving Credit Facility  and  of  the
Company  to  obtain  alternative  sources  of  financing  its
operations  would  have a material adverse  effect  upon  the
Company and its business.

       Restrictive   Financial  and  Other  Covenants.    The
agreements  governing the Revolving Credit Facility  and  the
Subordinated  Secured Loan contain covenants  and  conditions
which place significant restrictions upon the Company and its
operations.  It is anticipated that the terms governing  such
secured  indebtedness in the future will continue to prohibit
or  seriously restrict the Company from, among other  matters
or transactions, incurring additional indebtedness, expanding
its  operations or paying cash dividends to its  shareholders
and  will  also  require the Company to continue  to  satisfy
minimum tangible net worth requirements.  Net losses, if any,
from   continuing  operations  will  render  it  increasingly
difficult  for  the  Company  to continue  to  satisfy  these
financial covenants. During the third and fourth quarters  of
fiscal  1997, the Company's net worth fell below the  minimum
net  worth  requirements under the Revolving Credit Facility.
The   lender   waived   the  Company's   non-compliance   and
established a new minimum net worth requirement of $6,000,000
for future fiscal quarters subject to future adjustment.  The
inability  of  the  Company  to  continue  to  satisfy   such
financial covenants in future fiscal periods could result  in
a  default  under the agreements governing such  indebtedness
and  thereby  adversely  affect its financial  condition  and
cause   serious  disruptions  in  its  business   operations,
although  the significant increase in its net worth resulting
from the extraordinary gain realized by the Company from  the
debt  forgiveness pursuant to the Woolworth Settlement should
enhance  the  Company's  ability to  satisfy  its  net  worth
covenant in future fiscal periods.

     Uncertain Trade Credit Availability.  In addition to the
Revolving  Credit Facility, the Company funds  its  inventory
purchases  through trade credit made available by merchandise
suppliers. Such trade credit is made available to the Company
based upon several factors, including the Company's prospects
for  future profitability and amounts of the Company's  other
outstanding indebtedness.  The Company has received increased
trade  credit  from  a  greater  number  of  its  merchandise
suppliers  since  the closing of the acquisition  of  the  Rx
Stores in late April 1995; however, there can be no assurance
concerning  the  continuing availability or amount  of  trade
credit  in  future fiscal periods.  If the Company  does  not
achieve  profitability in the near future, it may  experience
problems  obtaining  adequate amounts of  trade  credit  from
merchandise  suppliers. The absence of adequate trade  credit
would  have  a  material  adverse  impact  on  the  Company's
operations and results of operations.

      Competition.  The sale at retail of health  and  beauty
care  products,  cosmetics, prescription  drugs  and  general
merchandise is highly competitive.  The Company competes with
supermarkets  and  food  stores,  traditional  drug   stores,
discount  mass merchants and other retailers,  many  of  whom
have   a  far  greater  number  of  stores  and  far  greater
financial, marketing and organizational resources than  those
available  to  the Company now or in the foreseeable  future.
The  competition presented by such competitors,  particularly
mass  merchants,  is  likely to continue  and  could  have  a
material  adverse  effect  upon  the  Company's  ability   to
generate  increasing sales and preserve gross profit  margins
from the operations of its Pharmhouse and Rx Stores.

      Effect  of  Economic  and Other  Conditions.   Revenues
generated  by  the Company's Pharmhouse and  Rx  Stores  have
been,  and will continue to be, affected by general and local
economic  and  other conditions, such as weather  conditions,
prevailing from time to time.  The current retail climate  is
uncertain  and future economic downturns of varying durations
could  have  a  negative impact on the  Company's  sales  and
results of operations.

      Inability to Pay Cash Dividends.  The Company  has  not
declared  cash dividends on its Common Shares since 1981  and
management does not anticipate the payment of cash  dividends
in  the  foreseeable  future.  In addition,  the  Company  is
restricted  under the terms of the agreements  governing  the
Revolving  Credit Facility and the Subordinated Secured  Loan
from paying cash dividends on its equity securities.

      Material Dependence Upon Chief Executive Officer.   The
Company  is materially dependent upon the efforts of  Kenneth
A.  Davis,  its President and Chief Executive  Officer.   The
loss  of  Mr.  Davis' services could have a material  adverse
effect upon the Company's business and future prospects.  Mr.
Davis' employment is governed by an employment agreement, the
term of which expires in January 1999.

      Effective  Control  by Principal Shareholders.   As  of
April  18, 1997, Manfred Brecker, Chairman of the Board,  and
Kenneth  A.  Davis, President and Chief Executive Officer  of
the  Company (and son-in-law of Mr. Brecker) and  members  of
their families, owned, as a group, approximately 34.1% of the
outstanding Common Shares (not including the Shares  issuable
upon  exercise of the Warrants and which are the  subject  of
this  Prospectus  or other Common Shares  issuable  upon  the
exercise  of  outstanding  stock options),  constituting  the
single largest block of the outstanding Common Shares of  the
Company.  (In addition, if Mr. Davis and his wife, Marcie  B.
Davis, Executive Vice President and Secretary of the Company,
were  to exercise all of their currently exercisable options,
and  assuming that neither the Warrants nor other outstanding
stock  options were exercised, the Brecker-Davis family would
own  approximately 45.9% of the outstanding Common Shares  of
the  Company.)   In light of the fact that the  Brecker-Davis
family will continue to own, as a group, the most significant
percentage  of the outstanding voting shares of the  Company,
they  will  be able to exert substantial influence  upon  its
overall  management,  including election  of  directors,  and
otherwise control its operations.

      Limited  Market for Company Securities.   The  Warrants
will not be listed for trading on any securities exchange  or
quoted  on  any interdealer quotations system.  There  is  no
public trading market for the Warrants; and no such market is
expected to develop for the Warrants.  The Shares, if  issued
upon exercise of the Warrants, will be listed for trading  on
the NASDAQ Small Cap Market. While there is an active trading
market  for the Common Shares issuable upon exercise  of  the
Warrants,  the 209,195 Shares issuable upon exercise  of  the
Warrants   represent  approximately  8.1%  of  the  Company's
currently  outstanding Common Shares and the  effect  of  the
sale thereof upon the prevailing market prices for its Common
Shares  cannot now be determined, although it is  anticipated
that  the  sale of such a significant number of  such  Shares
might  well  result  in a decline in such  prevailing  market
prices.  Furthermore, by reason of the fact that the  Company
has  a relatively limited number of outstanding Common Shares
which  are  free  of  restrictions and  which  are  currently
trading  on  the NASDAQ Small Cap Market, the  sale  of  such
Shares   pursuant  to  this  Prospectus  may  create  further
volatility   in   the  prevailing  market  prices   for   its
outstanding  Common Shares.  The Company  believes  that,  in
addition  to  fluctuations  in the  price  of  the  Company's
securities  resulting from factors related to  the  operating
performance  of  the  Company,  certain  factors  which   are
unrelated  to the Company's performance, such as general  and
regional  economic conditions and other market conditions  in
the  deep discount retail market generally and the perception
thereof in the securities markets, could cause volatility  in
the   price  of  the  Company's  securities.   Broad   market
fluctuations  may  adversely  affect  the  market  price  and
liquidity of the Company's securities in the future.

      Dilutive  and  Market Effect of Outstanding  Derivative
Securities.   As of the date of this Prospectus, the  Company
has  reserved,  in  addition  to the  209,195  Common  Shares
issuable  upon  exercise  of the Warrants,  an  aggregate  of
916,170 Common Shares for issuance upon the exercise  of  (i)
outstanding stock options granted to executives and employees
(collectively,  the  "Outstanding  Derivative   Securities").
Most  of  the Common Shares issuable pursuant to such options
and  warrants  are  issuable  at exercise  prices  which  are
significantly  less  than  the  currently  prevailing  market
prices of the Common Shares.

       During   the   respective  terms  of  the  Outstanding
Derivative  Securities,  the holders  thereof  are  given  an
opportunity to profit from a rise in the market price of  the
Company's  Common Shares with a resulting potential  dilution
in  the  interests  of its then existing  shareholders.   The
holders  of  the Outstanding Derivative Securities  might  be
expected  to  exercise  their respective  rights  to  acquire
Common  Shares  at  times  when the  Company  would,  in  all
likelihood, be able to obtain required capital through a  new
offering of securities on terms more favorable to the Company
than   those   provided   by   such  Outstanding   Derivative
Securities.  Furthermore,  in the  event  that  such  holders
exercise their respective rights to acquire Common Shares  at
such  times,  the net tangible book value per  share  of  the
Company's Common Shares may be subject to further dilution.

      Shares Eligible for Future Sale.  Certain of the Common
Shares  currently  owned  by  management  and  certain  other
shareholders  are subject to certain resale  restrictions  in
Rule 144 under the Securities Act of 1933.  As now in effect,
Rule  144 provides generally that a person holding securities
that   were   acquired  by  such  person  or  a   predecessor
purchaser(s)  from  the issuer or an affiliate  thereof  more
than  one year prior to the date of sale may sell in "brokers
transactions" (as defined by the Rule) an amount equal to the
greater of 1% of the issuer's outstanding securities of  such
class  or  the average weekly reported volume of  trading  in
such securities during the four calendar weeks preceding  the
sale  within a three month period if the conditions specified
by  the  Rule  are  satisfied.  If  such  person  is  not  an
"affiliate"  of the issuer, as such term is defined  by  Rule
144, he may, after a holding period of two years, sell all of
such  restricted securities without a limitation. (Affiliates
of issuers whose securities are not subject to holding period
requirements  are  nonetheless subject  to  the  quantitative
resale limitations described above).

DESCRIPTION OF SECURITIES

      The  following  descriptions of certain  terms  of  the
Company's securities, including the securities being  offered
by  this  Prospectus, are intended as summaries only and  are
qualified in their entirety by reference to the complete text
of the instruments governing such securities.

The Warrants

      The  Warrants consist of Class A, Class B and  Class  C
Warrants, all of which expire on December 31, 1997, but which
are exercisable at the following exercise prices with respect
to the following respective number of Common Shares:

      Class  of             Number of       Exercise Price
      Warrants               Shares            Per Share

       Class A                59,770        $  .1884
       Class B               119,540           .435
       Class C                29,885          1.914

    All of the Warrants are subject to standard anti-dilution
provisions  set forth in the Warrant Agreement,  as  amended,
governing the issuance of the Warrants.  The Warrants may  be
exercised at any time or from time to time until they  expire
on December 31, 1997.

The Preferred Shares

    The  Company's certificate of incorporation,  as  amended
(the "Certificate of Incorporation"), authorizes the issuance
of  up to 2,500,000 Preferred Shares, $.10 par value, none of
which  has been issued to date.  As authorized, the Board  of
Directors  of  the  Company  has  the  power  to  issue  such
Preferred Shares in such series and subject to such dividend,
redemption  and  conversion rights  and  such  other  rights,
preferences  and  limitations as it  deems  appropriate  with
respect to such series.

The Common Shares

    The  Company's Certificate of Incorporation, as  amended,
authorizes  the  issuance of up to 25,000,000 Common  Shares,
$.01  par  value.   As  of April 18, 1997,  2,374,443  Common
Shares were issued and outstanding.

   The holders of the Common Shares have equal ratable rights
to  dividends from funds legally available therefor, when, as
and if declared by the Board of Directors and are entitled to
share  ratably in all of the assets of the Company  available
for  distribution  to  holders  of  Common  Shares  upon  the
liquidation, dissolution or winding up of the affairs of  the
Company.  (As  noted,  however,  under  "Risk  Factors",  the
Company  is  subject to restrictions against the  payment  of
cash  dividends  under  the  Revolving  Credit  Facility  and
Subordinated Secured Loan.) Holders of Common Shares  do  not
have  preemptive, subscription or conversion rights.  Holders
of  Common Shares are entitled to one vote per share  on  all
matters which shareholders are entitled to vote upon  at  all
meetings of shareholders.  All outstanding Common Shares are,
and those offered hereby will when issued be, validly issued,
fully paid and nonassessable. The holders of Common Shares do
not  have  cumulative  voting rights, which  means  that  the
holders of more than 50% of such outstanding shares of Common
Stock can elect all of the directors of the Company.

Transfer Agent

American  Stock Transfer Company, 40 Wall Street,  New  York,
New  York 10005, is the transfer agent and registrar for  the
Company's Common Shares.

THE COMPANY

Pharmhouse Corp. (the "Company") currently operates  a  chain
of  35  deep  discount drugstores, 13 of which  are  operated
under the name of Pharmhouse (the "Pharmhouse Stores") and 22
of which are operated under the name of The Rx Place (the "Rx
Stores").  The  Rx Stores were acquired by the  Company  from
F.W.  Woolworth Co. in late April 1995 and, by  reason  of  a
recent  settlement  of  litigation between  the  Company  and
Woolworth  permitting the Company to return up  to  seven  Rx
Stores to Woolworth SUBJECT TO THE CONDITIONS DESCRIBED UNDER
"GENERAL AND RECENT DEVELOPMENTS," TWO of which HAVE  already
been returned, and the closing of one Pharmhouse Store, it is
anticipated that the Company will be operating between 30 and
32 stores in the near future.

      The  Company's deep discount drug stores offer a  broad
variety of merchandise and services at everyday deep discount
prices.   The  stores offer health and beauty care  products,
prescription  drugs,  cosmetics, stationery,  video  rentals,
housewares,  pet  supplies,  greeting  cards,  food,  snacks,
beverages  and  certain  other  merchandise.   The  Company's
stores  also  offer certain merchandise on a seasonal  basis,
such  as garden, patio and Christmas items.  Such merchandise
is  sold  at everyday deep discount prices.  As of April  18,
1997, the Company employed approximately 2,000 persons in its
operations,  including  a  substantial  number  of  part-time
employees.   The  Company is not a party  to  any  collective
bargaining agreements pertaining to its employees.

       Eleven   Pharmhouse  Stores  are  located  in  smaller
communities  and  three of such Stores are  located  in  more
densely populated areas, reflecting management's decision  to
expand into such markets.  The Rx Stores are also located  in
more  densely  populated  areas  than  the  older  Pharmhouse
Stores.  As  of  the  date hereof, most of  the  stores  have
pharmacies staffed by licensed pharmacists and are open seven
days  per  week.  Merchandise is sold primarily on a cash-and
carry  basis  although certain credit cards  and  checks  are
accepted.

      The Company's offices are located at 860 Broadway,  New
York,  New York 10003 and its telephone number is (212)  477-
9400.

SELLING SHAREHOLDER

      The  Warrants which are the subject of this  Prospectus
are  owned  by Rosenthal & Rosenthal, Inc., a privately  held
asset based lending institution based in New York City   (the
"Selling Shareholder"). The Shares are issuable to the holder
of the Warrants upon the exercise thereof.  The Warrants were
issued  to  the  Selling Shareholder in connection  with  the
Selling  Shareholder's  granting a secured  revolving  credit
facility to the Company in December 1991 and participating in
a  prior  secured revolving credit facility extended  to  the
Company  in  1990.   For further information  concerning  the
Warrants, see "Description of Securities-The Warrants."

PLAN OF DISTRIBUTION

      It  is  anticipated that the Selling  Shareholder  will
offer  the Shares (when and if issued) for sale from time  to
time  at the prices prevailing on the NASDAQ Small Cap Market
on  the date of sale.  The Selling Shareholder also may  sell
the  securities  which  are the subject  of  this  Prospectus
privately,  either directly to purchasers or through  one  or
more  brokers  or  dealers.   The  Company  shall  take  such
actions,  including filing post-effective amendments  to  the
Registration  Statement of which this Prospectus  is  a  part
and/or preparing supplements to this Prospectus, as shall  be
required to enable the Selling Shareholder lawfully  to  sell
the  Shares  during a period terminating  on  the  180th  day
following the date hereof.

     All costs, expenses and fees incurred in connection with
the registration of the Warrants and the Shares and the offer
and   sale  thereof,  including  but  not  limited   to   all
registration and filing fees, printing expenses and  fees  of
the Company's counsel and accountants, are being borne by the
Company.

      The  Selling  Shareholder, and the brokers  or  dealers
through  whom sales of the Warrants and the Shares are  made,
may  be  deemed  to be "underwriters" within the  meaning  of
Section 2(11) of the Securities Act of 1933, as amended.   In
addition, any profits realized by the Selling Shareholder  or
such  brokers  or  dealers may be deemed to  be  underwriting
commissions.

      The  Company has informed the Selling Shareholder  that
the  anti-manipulative provisions of Regulation M promulgated
under  the Exchange Act may apply to its sales of Shares  and
has  furnished the Selling Shareholder with a  copy  of  that
regulation  and has also informed the Selling Shareholder  of
the  rules governing the required delivery of copies of  this
Prospectus in connection with the sale of such shares.

      There is no assurance that the Selling Shareholder will
offer  for sale or sell any or all of the Warrants or  Shares
offered  pursuant to this Prospectus.  In the event  Warrants
or  Shares  are sold by the Selling Shareholder, the  Company
will  receive none of the proceeds from any such sale  except
for  the payment to the Company of the exercise prices of the
Warrants as a condition to the issuance of the Shares.

DISCLOSURE  OF  COMMISSION POSITION  ON  INDEMNIFICATION  FOR
SECURITIES ACT LIABILITIES

      The  Company's  Bylaws provide that  the  Company  will
indemnify  any person against judgments, fines, amounts  paid
in  settlement and expenses actually and reasonably  incurred
by  him  or  her in connection with any action or  threatened
action,  suit  or  proceeding,  whether  civil  or  criminal,
administrative or investigative (other than an action  by  or
in  the  right  of the Company to procure a judgment  in  its
favor) by reason of the fact that he or she was a director or
officer of the Company or was serving any other entity at the
request of the Company, if such director or officer acted  in
good  faith and in a manner reasonably believed to be in  the
best  interests of the Company or, in the case of service  to
such  other entity, not opposed to the best interests of  the
Company   and,  with  respect  to  any  criminal  action   or
proceeding,  had no reasonable cause to believe  his  or  her
conduct was unlawful.

      In addition, the Company's Certificate of Incorporation
provides  that no director shall be liable to the Company  or
its  shareholders for damages for any breach of duty in  such
capacity. However, such provision does not eliminate or limit
the  liability of any director if a judgment or  other  final
adjudication adverse to him or her establishes  that  his  or
her   acts  or  omissions  were  in  bad  faith  or  involved
intentional misconduct or a knowing violation of law or  that
he  personally  gained in fact a financial  profit  or  other
advantage to which he or she was not legally entitled or that
his or her acts violated Section 719 of the New York Business
Corporation  Law  (the  "BCL") (relating  to  the  making  of
illegal distributions to shareholders or loans to directors).

     At present, there is no pending litigation or proceeding
involving a director, officer, employee or other agent of the
Company  as to which indemnification is being sought  nor  is
the  Company  aware  of any threatened  litigation  that  may
result   in  claims  for  indemnification  by  any  director,
officer, employee or other agent.

     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons  controlling the Company pursuant  to  the  foregoing
provisions,  the  Company  has been  informed  that,  in  the
opinion  of  the Commission, such indemnification is  against
public  policy  as expressed in the Securities  Act  and  is,
therefore, unenforceable.

LEGAL MATTERS

The  legality of the securities offered hereby will be passed
upon  for  the Company by Maloney, Mehlman & Katz,  New  York
City.

EXPERTS

     The Company's consolidated balance sheets at February 1,
1997  and  February  3, 1996 and consolidated  statements  of
operations, cash flows and shareholders' equity for the years
ended  February  1, 1997, February 3, 1996  and  January  28,
1995,  incorporated in this Prospectus by  reference  to  the
Company's  Annual  Report on Form 10-K for  its  fiscal  year
ended February 1, 1997, have been so incorporated in reliance
on   the   report   of  Price  Waterhouse  LLP,   independent
accountants, given on the authority of said firm  as  experts
in accounting and auditing.

PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

     The following table sets forth the estimated expenses in
connection  with  the  registration and distribution  of  the
securities being registered, all of which are to be borne  by
the Company:

            SEC registration fee             $    547
            Legal fees and expenses          $  7,500
            Accounting fees and expenses     $  5,000
            Filing and Miscellaneous         $  1,953
                                             --------
            Total                            $ 15,000
                                             ========

Item 15.    Indemnification of Directors and Officers

      Section  722  of  the  BCL  permits  a  corporation  to
indemnify  any person who was or is a party or is  threatened
to  be  made a party to any threatened, pending or  completed
action,   suit   or  proceeding,  whether  civil,   criminal,
administrative or investigative (other than an action  by  or
in  the right of the corporation), by reason of the fact that
he or she is or was a director or officer of the corporation,
or  is or was serving at the request of the corporation as  a
director,  officer, employee or agent of another corporation,
partnership,  joint  venture,  trust  or  other   enterprise,
against  expenses  (including  attorneys'  fees),  judgments,
fines  and amounts paid in settlement actually and reasonably
incurred  in connection with such action, suit or  proceeding
if  he  or she acted in good faith and in a manner he or  she
reasonably  believed  to be in or not  opposed  to  the  best
interests  of  the  corporation, and,  with  respect  to  any
criminal  action  or proceeding, had no reasonable  cause  to
believe his or her conduct was unlawful.

      A  corporation also may indemnify any person who was or
is  a  party  or  is threatened to be made  a  party  to  any
threatened, pending or completed action or suit by or in  the
right  of the corporation to procure a judgment in its  favor
by  reason  of the fact that he or she is or was a  director,
officer, employee or agent of the corporation, or is  or  was
serving  at  the  request of the corporation as  a  director,
officer,   employee   or   agent  of   another   corporation,
partnership, joint venture, trust or other enterprise against
expenses  (including attorneys' fees) actually and reasonably
incurred  by  him or her in connection with  the  defense  or
settlement of such action or suit if he or she acted in  good
faith and in a manner he or she reasonably believed to be  in
or  not  opposed  to the best interests of  the  corporation.
However,  in such an action by or on behalf of a corporation,
no indemnification may be made in respect of any claim, issue
or  matter as to which the person is adjudged liable  to  the
corporation  unless  and only to the extent  that  the  court
determines that, despite the adjudication of liability but in
view  of  all  the circumstances, the person  is  fairly  and
reasonably entitled to indemnity for such expenses which  the
court shall deem proper.

     In addition, the indemnification provided by Section 722
shall  not be deemed exclusive of any other rights  to  which
those  seeking  indemnification may  be  entitled  under  any
bylaw,  agreement,  vote  of  shareholders  or  disinterested
directors  or  otherwise, both as to action in  his  official
capacity  and as to action in another capacity while  holding
such  office.   Section  726  of  the  BCL  provides  that  a
corporation  may  purchase and maintain insurance  to,  among
other  matters,  indemnify  directors  and  officers  of  the
corporation as permitted by Section 722.

      The  Company's  Bylaws provide that  the  Company  will
indemnify  any person against judgments, fines, amounts  paid
in  settlement and expenses actually and reasonably  incurred
by  him  or  her in connection with any action or  threatened
action,  suit  or  proceeding,  whether  civil  or  criminal,
administrative or investigative (other than an action  by  or
in  the  right  of the Company to procure a judgment  in  its
favor) by reason of the fact that he or she was a director or
officer of the Company or was serving any other entity at the
request of the Company, if such director or officer acted  in
good  faith and in a manner reasonably believed to be in  the
best  interests of the Company or, in the case of service  to
such  other entity, not opposed to the best interests of  the
Company   and,  with  respect  to  any  criminal  action   or
proceeding,  had no reasonable cause to believe  his  or  her
conduct was unlawful.

     The Company's Certificate of Incorporation provides that
no   director  shall  be  liable  to  the  Company   or   its
shareholders  for  damages for any breach  of  duty  in  such
capacity.   However,  such provision does  not  eliminate  or
limit  the liability of any director if a judgment  or  other
final adjudication adverse to him or her establishes that his
or  her  acts  or  omissions were in bad  faith  or  involved
intentional misconduct or a knowing violation of law or  that
he  or  she  personally gained in fact a financial profit  or
other  advantage  to which he or she was not legally entitled
or  that his or her acts violated Section 719 of the New York
Business Corporation Law (the "BCL") (relating to the  making
of   illegal  distributions  to  shareholders  or  loans   to
directors).

      The  Company  has  purchased  and  currently  maintains
directors  and officers liability insurance covering  certain
liabilities  incurred  by  its  directors  and  officers   in
connection  with  the  performance of  their  duties  to  the
Company and its affiliates.

Item 16.    Exhibits *

       5.1   Opinion of Maloney, Mehlman & Katz
      10.1   Warrant  Agreement  between  the  Company  and
             Rosenthal & Rosenthal, Inc., dated December 24, 1991
      10.14  Amendment  to  Warrant Agreement  between  the Company
             and Rosenthal & Rosenthal, Inc., dated July 17,1996.
      23.1   Consent of Maloney, Mehlman & Katz (included in
             Exhibit 5.1)
      23.2   Consent of Price Waterhouse LLP
      24.1   Power of Attorney (see Signature Page of  this
             Registration Statement)

*  FILED WITH FORM S-3 REGISTRATION STATEMENT.

Item 17.    Undertakings

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
are   being   made,  a  post-effective  amendment   to   this
Registration  Statement to include any  material  information
with  respect  to  the  plan of distribution  not  previously
disclosed  in  the  Registration Statement  or  any  material
change to such information in the Registration Statement.

      (2)   That,  for purposes of determining any  liability
under  the  Securities Act of 1933, each such  post-effective
amendment  shall be deemed to be a new Registration Statement
relating  to the securities offered therein, and the offering
of  such  securities at that time shall be deemed to  be  the
initial bona fide offering thereof.

(3)   To remove from registration by means of a posteffective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

     (4)  That, for the purposes of determining any liability
under  the  Securities  Act  of  1933,  each  filing  of  the
registrant's annual report pursuant to Section 13(a) or 15(d)
of  the  Securities Exchange Act of 1934 that is incorporated
by  reference in this Registration Statement shall be  deemed
to be a new Registration Statement relating to the securities
offered  herein, and the offering of such securities at  that
time  shall  be  deemed to be the initial bona fide  offering
thereof.

      (5)   To  deliver  or  cause to be delivered  with  the
prospectus, to each person to whom the prospectus is sent  or
given,  the latest annual report to security holders that  is
incorporated  by  reference in the prospectus  and  furnished
pursuant  to  and meeting the requirements of Rule  14a-3  or
Rule  14c-3  under the Securities Exchange Act of 1934;  and,
where  interim financial information required to be presented
by  Article  3  of  Regulation S-X is not set  forth  in  the
prospectus,  to  deliver, or cause to be  delivered  to  each
person  to  whom the prospectus is sent or given, the  latest
quarterly   report  that  is  specifically  incorporated   by
reference in the prospectus to provide such interim financial
information.

     Insofar as indemnification for liabilities arising under
the  Securities  Act of 1933 may be permitted  to  directors,
officers  and controlling persons of the registrant  pursuant
to  the  provisions described in Item 15, or  otherwise,  the
registrant  has  been  advised that in  the  opinion  of  the
Securities  and  Exchange Commission such indemnification  is
against  public  policy  as  expressed  in  the  Act  and  is
therefore  unenforceable.  In the  event  that  a  claim  for
indemnification  against  such liabilities  (other  than  the
payment by the registrant of expenses incurred or paid  by  a
director, officer or controlling person of the registrant  in
the successful defense of any action, suit or proceeding)  is
asserted  by such director, officer or controlling person  in
connection   with   the  securities  being  registered,   the
registrant  will, unless in the opinion of  its  counsel  the
matter has been settled by controlling precedent, submit to a
court  of appropriate jurisdiction the question whether  such
indemnification by it is against public policy  as  expressed
in  the  Securities Act of 1933 and will be governed  by  the
final adjudication of such issue.


                           SIGNATURES

      Pursuant to the requirements of the Securities  Act  of
1933, the Company certifies that it has reasonable grounds to
believe  that it meets all of the requirements for filing  on
Form   S-3  and  has  duly  caused  this  AMENDMENT  TO   THE
Registration  Statement to be signed on  its  behalf  by  the
undersigned, thereunto duly authorized, in the  City  of  New
York, State of New York, on JUNE 11,1997.
                                    
                                    PHARMHOUSE CORP.
                                    
                                    By: /s/ Kenneth A. Davis
                                    -------------------------
                                    Kenneth A. Davis, President and
                                    Chief Executive Officer


                                    By: /s/ Kenneth A. Davis
                                    -------------------------
                                    Kenneth A. Davis, ATTORNEY-
                                    IN-FACT AND AGENT FOR
                                    DIRECTORS AND OFFICERS
                                    SIGNATORIES TO FORM S-3
                                    REGISTRATION STATEMENT
                                    FILED WITH THE COMMISSION
                                    ON MAY 29, 1997



                           POWER OF ATTORNEY


      Know  all men by these presents that each person  whose
signature  appears below constitutes and appoints Kenneth  A.
Davis  his  true and lawful attorney-in-fact and agent,  with
full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign
any  or  all amendments (including post-effective amendments)
to  this  Registration Statement, and to file the same,  with
all  exhibits  hereto,  and  other  documents  in  connection
therewith,  with  the  Securities  and  Exchange  Commission,
granting unto said attorney in-fact and agent full power  and
authority  to  do and perform each and every  act  and  thing
requisite and necessary to be done in and about the premises,
as  fully to all intents and purposes as he might or could do
in  person,  hereby ratifying and confirming  all  that  said
attorney-infact  and agent or his substitute  or  substitutes
may lawfully do or cause to be done by virtue hereof.