<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
===============================================================================

(MARK ONE)

/X/    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       AND EXCHANGE ACT OF 1934

       For the Quarterly Period Ended July 27, 2000

/ /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       AND EXCHANGE ACT OF 1934

       For the Transition Period from . . . . . . . .  to  . . . . . . . .

Commission file number 1-8978

                          LONGS DRUG STORES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Maryland                           68-0048627
-------------------------------      --------------------------
(STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)          IDENTIFICATION NO.)

       141 North Civic Drive
     Walnut Creek, California                  94596
-------------------------------      --------------------------
    (ADDRESS OF PRINCIPAL                   (ZIP CODE)
      EXECUTIVE OFFICES)

Registrant's telephone number, including area code:  (925) 937-1170
                                                   -----------------
===============================================================================
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
                               --------    --------

There were 37,383,582 shares of common stock outstanding as of August 24, 2000.

                                      -1-
<PAGE>



                                          PART I - FINANCIAL INFORMATION

ITEM 1.         CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

STATEMENTS OF CONDENSED CONSOLIDATED INCOME (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      For the                            For the
                                                                   Quarter Ended                   Two Quarters Ended

                                                              JULY 27,        July 29,          JULY 27,        July 29,
                                                                2000            1999              2000            1999
                                                           ---------------  --------------    --------------  --------------
                                                          --------------------(Thousands Except Per Share)--------------------

<S>                                                        <C>              <C>               <C>             <C>

SALES                                                      $    991,117     $    884,518      $1,946,848      $  1,753,948

COSTS AND EXPENSES:

     Cost of merchandise sold                                   729,876          651,769         1,439,213       1,292,684
     Operating and administrative                               232,233          205,307           455,288         406,670
     Legal settlements and other disputes                        (3,891)              --            (3,891)             --
     Interest expense                                             4,221              972             7,796           1,825
     Interest income                                               (141)            (494)             (343)           (845)
                                                           ---------------  --------------    --------------  --------------

INCOME BEFORE TAXES ON INCOME                                    28,819           26,964            48,785          53,614

TAXES ON INCOME                                                  11,600           10,600            19,600          20,900
                                                           ---------------  --------------    --------------  --------------

NET INCOME                                                 $     17,219     $     16,364      $     29,185    $     32,714
                                                           ===============  ==============    ==============  ==============

NET INCOME PER COMMON SHARE:

     BASIC                                                 $        .46     $        .42      $        .76    $        .84

     DILUTED                                               $        .46     $        .42      $        .76    $        .84

DIVIDENDS PER COMMON SHARE                                 $        .14     $        .14      $        .28    $        .28

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:

     BASIC                                                       37,633           38,801            38,378          38,901

     DILUTED                                                     37,836           38,950            38,510          39,040


</TABLE>


See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                      -2-
<PAGE>


CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       JULY 27,             July 29,           January 27,
                                                                         2000                 1999                 2000
                                                                   -----------------    -----------------    -----------------
                                                                  ------------------------ (Thousands)------------------------

<S>                                                                <C>                  <C>                  <C>

ASSETS
CURRENT ASSETS:

     Cash and equivalents                                          $       29,496       $       77,511       $       16,404
     Pharmacy and other receivables                                       108,936               69,048               94,417
     Merchandise inventories                                              410,121              358,520              433,082
     Deferred income taxes                                                 28,958               22,391               24,695
     Other                                                                  8,694                4,253               13,577
                                                                   -----------------    -----------------    -----------------
         Total current assets                                             586,205              531,723              582,175
                                                                   -----------------    -----------------    -----------------

PROPERTY:

     Land                                                                 109,660               94,762              105,688
     Buildings and leasehold improvements                                 446,251              405,105              428,822
     Equipment and fixtures                                               397,407              334,425              361,313
     Beverage licenses                                                      8,038                7,570                7,985
                                                                   -----------------    -----------------    -----------------
         Total property at cost                                           961,356              841,862              903,808

     Less accumulated depreciation                                        395,060              357,716              374,798
                                                                   -----------------    -----------------    -----------------
         Property, net                                                    566,296              484,146              529,010

GOODWILL                                                                  137,725               40,110              136,665
OTHER ASSETS                                                               21,208               20,995               22,473
                                                                   -----------------    -----------------    -----------------

              TOTAL                                                $    1,311,434       $    1,076,974       $    1,270,323
                                                                   =================    =================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:

     Accounts payable                                              $      222,548       $      190,005       $      187,835
     Employee compensation and benefits                                    75,267               73,749               74,648
     Taxes payable                                                         48,014               27,383               53,026
     Current portion of long-term debt and guarantee
         of Profit Sharing Plan debt                                        3,064                3,015                3,042
     Other                                                                 26,692               29,140               33,344
                                                                   -----------------    -----------------    -----------------
         Total current liabilities                                        375,585              323,292              351,895
                                                                   -----------------    -----------------    -----------------

LONG-TERM DEBT                                                            233,656               56,641              181,180

DEFERRED INCOME TAXES AND
       OTHER LONG-TERM LIABILITIES                                         31,917               32,269               34,554
                                                                   -----------------    -----------------    -----------------

STOCKHOLDERS' EQUITY:

     Common stock (37,385,000, 39,296,000
         and 39,385,000 shares outstanding)                                18,693               19,649               19,692
     Additional capital                                                   136,133              132,910              135,358
     Common stock contribution to Profit Sharing Plan                          --                   --               10,181
     Retained earnings                                                    515,450              512,213              537,463
                                                                   -----------------    -----------------    -----------------
         Total stockholders' equity                                       670,276              664,772              702,694
                                                                   -----------------    -----------------    -----------------
              TOTAL                                                $    1,311,434       $    1,076,974       $    1,270,323
                                                                   =================    =================    =================

</TABLE>

See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                      -3-
<PAGE>



STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     For The Two Quarters Ended
                                                                                   JULY 27,               July 29,
                                                                                     2000                   1999
                                                                                ----------------       ---------------
                                                                                -------------(Thousands)--------------

<S>                                                                             <C>                    <C>
OPERATING ACTIVITIES:

     Net income                                                                 $       29,185         $      32,714
     Adjustments to reconcile net income to net cash
         provided by operating activities:
              Depreciation and amortization                                             33,539                26,513
              Deferred income taxes and other                                           (6,900)                2,211
              Amortization of restricted stock awards                                    1,633                 1,437
              Common stock contribution to benefit plan and
                  tax benefits credited to stockholders' equity                             61                   838
              Changes in assets and liabilities:
                  Pharmacy and other receivables                                       (14,519)                 (976)
                  Merchandise inventories                                               23,876                23,728
                  Other current assets                                                   4,883                (2,409)
                  Current liabilities                                                   23,671                (6,946)
                                                                                ----------------       ---------------
            Net cash provided by operating activities                           $       95,429         $      77,110
                                                                                ----------------       ---------------

INVESTING ACTIVITIES:

     Payments for property additions and acquisitions                                  (74,482)              (51,027)
     Receipts from property dispositions                                                 1,740                11,865
                                                                                ----------------       ---------------

         Net cash used in investing activities                                         (72,742)              (39,162)
                                                                                ----------------       ---------------

FINANCING ACTIVITIES:

     Dividend payments                                                                 (10,857)              (10,987)
     Proceeds from borrowings, net                                                      53,702                34,554
     Repurchase of common stock                                                        (47,534)                   --
     Sale (repurchase) of common stock to (from) Profit Sharing Plan                    (4,906)                1,020
                                                                                ----------------       ---------------

         Net cash (used in) provided by financing activities                            (9,595)               24,587
                                                                                ----------------       ---------------

INCREASE IN CASH AND EQUIVALENTS                                                        13,092                62,535

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                                             16,404                14,976
                                                                                ----------------       ---------------

CASH AND EQUIVALENTS AT END OF PERIOD                                           $       29,496         $      77,511
                                                                                ================       ===============



</TABLE>

See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                      -4-
<PAGE>




STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY
For the Year Ended January 27, 2000 and Two Quarters Ended July 27, 2000

<TABLE>
<CAPTION>

                                                                                 COMMON STOCK  GUARANTEE
                                                 COMMON STOCK                   CONTRIBUTIONS OF PROFIT              TOTAL
                                               ----------------    ADDITIONAL    TO PROFIT     SHARING  RETAINED  STOCKHOLDERS'
(Thousands)                                    SHARES    AMOUNT     CAPITAL     SHARING PLAN  PLAN DEBT EARNINGS    EQUITY
-------------------------------------------------------------------------------------------------------------------------------
  BALANCE AT JANUARY 28, 1999                  38,946    $19,473   $119,961       $9,834       ($911)  $490,482     $638,839
-------------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>      <C>        <C>          <C>           <C>      <C>       <C>

  Net income                                                                                             68,974      68,974
  Dividends  ($.56 per share)                                                                            (21,997)    (21,997)
  Profit Sharing Plan:

    Issuance of stock for FY99 contributions      269        134      9,700       (9,834)                                  0
    Stock portion of FY00 contribution                                            10,181                              10,181
    Sale of stock to plan                          70         35      1,981                                            2,016
    Reduction of plan debt                                                                       911                     911
  Restricted stock awards, net                    100         50      2,882                                            2,932
  Tax benefits related to stock awards                                  834                                              834
  Tax benefits related to employee stock plans                                                                 4           4

-------------------------------------------------------------------------------------------------------------------------------
  BALANCE AT JANUARY 27, 2000                  39,385     19,692    135,358        10,181          0     537,463     702,694
-------------------------------------------------------------------------------------------------------------------------------
  UNAUDITED:

  Net income                                                                                              29,185      29,185
  Dividends  ($.14 per share)                                                                            (10,857)    (10,857)
  Profit Sharing Plan:
    Issuance of stock for FY00 contributions      550        275      9,906      (10,181)                                  0
    Sale of stock to plan                          46        23       1,030                                            1,053
    Purchase of stock from plan                  (298)      (149)    (5,810)                                          (5,959)
  Restricted stock awards, net                    165         83      1,550                                            1,633
  Tax benefits related to stock awards                                   61                                               61
  Repurchase of common stock                   (2,463)    (1,231)    (5,962)                             (40,341)    (47,534)

-------------------------------------------------------------------------------------------------------------------------------
  BALANCE AT JULY 27, 2000                     37,385    $18,693   $136,133           $0          $0    $515,450   $670,276
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>


See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                      -5-
<PAGE>



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.        The Condensed Consolidated Financial Statements include Longs Drug
          Stores Corporation (Company) and its wholly-owned subsidiary, Longs
          Drug Stores California, Inc. All inter-company accounts and
          ransactions have been eliminated. The statements have been prepared on
          a basis consistent with the accounting policies described in the
          Annual Report of the Company previously filed with the Commission on
          Form 10-K for the year ended January 27, 2000, and reflect all
          adjustments and eliminations which are, in management's opinion,
          necessary for a fair statement of the results for the periods. The
          Condensed Consolidated Financial Statements for the periods ended July
          27, 2000 and July 29, 1999 are unaudited. The Condensed Consolidated
          Balance Sheet at January 27, 2000, and Condensed Consolidated
          Statement of Stockholders' Equity for the year then ended, presented
          herein, have been derived from the audited consolidated financial
          statements of the Company included in the Form 10-K for the year ended
          January 27, 2000.

2.        Certain reclassifications have been made to prior year financial
          statements in order to conform to current financial statement
          presentation.

3.        The financial statements have been prepared using the
          Last-In-First-Out (LIFO) method of accounting for inventories. The
          excess of specific cost inventory over LIFO valuation was $156.1
          million at July 27, 2000, $148.0 million at July 29, 1999, and $151.0
          million at January 27, 2000. A final valuation of inventory under the
          LIFO method can be made only after year-end based on ending inventory
          levels and inflation rates for the year. Interim LIFO calculations are
          based on management's estimates of year-end inventory levels and
          inflation rates for the year.

4.        The Company has an unsecured revolving line of credit of $130.0
          million, which expires on October 14, 2004, and accrues interest at
          LIBOR-based rates. Borrowings do not require repayment for five years.
          At the end of the second quarter fiscal 2001, there were $110.0
          million outstanding under the line of credit with a weighted average
          interest rate of 7.49%. The amount outstanding has been included in
          long-term debt, as the Company does not intend to pay down the line of
          credit over the next twelve-month period. Additionally, the Company
          has other long-term debt associated with an equity investment in
          RX America and private placement financing which amount to
          approximately $124.0 million and mature at various dates from 2003
          to 2017. Debt agreements contain various quarterly financial covenants
          that limit maximum debt to capitalization and minimum fixed charge
          coverage ratios. At July 27, 2000, the Company has complied with
          restrictions and limitations included in these provisions. To
          ensure liquidity availability, the Company engaged in negotiating
          two additional unsecured and uncommitted lines of credit subsequent
          to the end of the second quarter at $10 million each, as well as an
          additional open-ended promissory note program for multiple loans
          priced at time of placement. The $10 million lines of credit will
          expire on December 10, 2000 and February 7, 2001, respectively.

5.        During the second quarter of fiscal 2001, the Company repurchased
          1,840,070 shares of common stock for a total of $35.2 million. These
          repurchases included 1.3 million shares from the Vera M. Long Estate,
          as well as other shares repurchased from the T.J. Long Foundation and
          the Company's Profit Sharing Plan. Stock repurchases for the two
          quarters were 2,761,025 shares of common stock for a total of $53.5
          million. In addition, the Company sold 45,688 shares of common stock
          back to the Profit Sharing Plan for $1.1 million, resulting in total
          stock repurchases of $52.4 million. Stock repurchases are made at the
          discretion of the Board of Directors and are dependent upon the market
          price and available cash flow.

                                      -6-
<PAGE>



6.        The following is a reconciliation of the number of shares
          (denominator) used in the Company's basic and diluted net income per
          share computations (shares in thousands):

<TABLE>
<CAPTION>

                                           FOR THE QUARTER ENDED                       FOR THE TWO QUARTERS ENDED
                                           ---------------------                       --------------------------
                                    JULY 27, 2000          JULY 29, 1999          JULY 27, 2000           JULY 29, 1999
                                    -------------          -------------          -------------           -------------
                                           EARNINGS               EARNINGS                 EARNINGS               EARNINGS
                                 SHARES    PER SHARE    SHARES    PER SHARE     SHARES     PER SHARE    SHARES    PER SHARE
                                 -------   ----------   -------   ----------   --------   ----------    ------    ---------

<S>                               <C>            <C>     <C>            <C>      <C>            <C>     <C>            <C>

  Basic ....................      37,633         $.46    38,801         $.42     38,378         $.76    38,901         $.84
  Effect of Dilutive
  Restricted Stock Awards...         188            -       149            -        124            -       139            -
  Effect of Dilutive
  Stock Options.............          15            -         -            -          8            -         -            -
  Diluted...................      37,836         $.46    38,950         $.42     38,510         $.76    39,040         $.84

</TABLE>

                                      -7-
<PAGE>



ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

SALES

Second quarter fiscal 2001 sales increased 12.1% to $991.1 million compared to
$884.5 million in the same quarter prior year. Incremental sales from the 32
stores acquired last year represented 7.5% of total sales growth. Total
same-store sales increased 3.2% for the second quarter, which is an improvement
over the first quarter increase of 2.5%.

Second quarter pharmacy sales increased 17.6% over the comparable period in the
prior year, led by a 9.6% increase in same-store pharmacy sales. The same-store
pharmacy sales increase resulted from both increases in the average retail price
of a prescription and in script volume. Additionally, pharmacy sales from the 32
acquired stores contributed 7.0% of the overall increase in pharmacy sales, with
new stores representing the remaining 1.0%. Pharmacy represented 41.3% of total
sales in second quarter, up from 39.3% in the prior year. The percentage of
prescription sales sold through third party plans increased to 88.1% compared to
84.6% in the prior year same quarter.

Front-end sales increased 8.5% in the second quarter with sales from the 32
acquired stores representing 7.9% of the front-end sales growth. Same-store
front-end sales decreased 0.9% compared to prior year, an improvement over the
first quarter's decrease of 1.6%.

The Company installed 23 mailing centers and 30 in-store photo labs in the
second quarter, bringing project totals to 125 mailing centers and 294 in-store
photo labs which will help to fuel front-end sales.

Year-to-date total sales rose 11.0% to $1.95 billion compared to $1.75 billion
in the prior year. Year-to-date same-store total sales increased 2.8%.

Year-to-date pharmacy sales increased 16.4% and front-end sales increased 7.6%.
Year-to-date same-store pharmacy sales were up 9.1%, with front-end same-store
sales down 1.3%.

GROSS MARGINS

Gross margin dollars (including LIFO) in the second quarter increased 12.2% to
$261.2 million from $232.7 million in the same quarter last year. Same stores
contributed approximately one-half of the $28.5 million increase in gross margin
dollars. Second quarter gross margin as a percent of sales was 26.36%, a slight
increase over prior year's 26.31%. The strong growth of lower margin pharmacy
sales negatively impacts total gross margin as a percent of sales. Pharmacy
margins increased slightly to 23.80% from 23.70% in the same quarter prior year
due to improvements in the buying process and stabilization of margins on third
party plans.

The Company uses the Last-In First-Out (LIFO) method of inventory valuation. The
LIFO provision was $1.4 million for the second quarter compared to $0.5 million
in the same quarter of the prior year. Year-to-date LIFO provision was $5.2
million compared to $0.9 million for the same period last year. The LIFO
increase was primarily driven by cost increases in pharmacy, cosmetics, and
toiletries.

OPERATING AND ADMINISTRATIVE EXPENSES

The Company's operating and administrative expenses (excluding legal settlement
gain and net interest expense) as a percent of sales were 23.43% versus 23.21%
for the same quarter last year. Second quarter expenses benefited from the
Company's efforts to reduce wages and advertising costs. These improvements were
offset by higher occupancy and facilities expenses related to new and acquired
stores.

                                      -8-
<PAGE>


Included in second quarter results was a positive pre-tax net benefit of $3.9
million. The benefit was comprised of the Company's share of the Brand Name
Prescription Drug Antitrust Litigation settlement partially offset by the
settlement of the previously reported class action lawsuit regarding the
employment classification of certain employees and the resolution of a
contractual dispute with a vendor. Additionally, the Company incurred a larger
than expected loss of $826,000 due to inventory adjustments in the Company's Rx
America joint venture. The joint venture contributed a small gain of $79,000 in
the same quarter last year.

Excluding the above noted net settlement benefit, the loss related to the joint
venture and net interest expense, the Company's operating expenses as a percent
of sales were 23.35% versus 23.22% for the same quarter last year.

Year-to-date operating and administrative expenses (excluding net interest
expense) as a percent of sales were flat at 23.19% compared to the same period
last year. Year-to-date operating and administrative expenses (excluding net
legal settlement gain and net interest expenses) as a percent of sales were
23.39% versus 23.19% in the same period last year.

INCOME BEFORE TAXES/NET INCOME

Income before taxes increased to $28.8 million from $27.0 million for the same
quarter prior year. Net interest expense for the second quarter was $4.1 million
compared to $0.5 million in the same quarter last year. The increase in interest
is related to increased borrowings for stores acquired last year, new stores
opened since the second quarter of last year and stock repurchases.

The Company's effective tax rate for the first six months of fiscal 2001 40.2%,
up from 39.0% in the same period last year. The increase in the effective tax
rate reflected loss of the tax deduction for dividends used by the Employee
Stock Ownership Plan (ESOP) to pay down ESOP debt.

Net income increased to $17.2 million from $16.4 million for the second quarter
last year. Diluted earnings per share increased to $0.46 per share compared to
$0.42 in the same period last year.

Second quarter fiscal 2001 earnings before interest, income taxes, depreciation
and amortization (EBITDA) increased 22.8% to $50.0 million compared to $40.7
million for the same period last year.

Year-to-date net income decreased 10.8% to $29.2 million from $32.7 million for
the same period last year. Year-to-date diluted earnings per share decreased
9.5% to $0.76 per share compared to $0.84 per share for the same period last
year.

Year-to-date EBITDA increased 10.7% to $89.8 million compared to $81.1 million
for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

CASH POSITION

Cash provided by operating activities for the two quarters increased by $18.3
million compared to prior year primarily due to increases in current liabilities
with partial offsets in pharmacy and other receivables.

Cash used in investing activities for the two quarters increased by $33.6
million compared to prior year due to additional payments for property
additions.

The Company opened three new stores and closed one store during the second
quarter and intends to open an additional twelve new stores during the remainder
of the year, bringing the total new stores for this fiscal year to seventeen.
The total number of stores at the end of the fiscal year is estimated to be 430
stores.

                                      -9-
<PAGE>

Net capital expenditures for the two quarters were $72.7 million. The Company
estimates its capital expenditures for the fiscal year to be approximately $150
million, supporting the increase in new stores and continued investment in
technology.

Expenditures for capital projects, dividends, and stock repurchases are expected
to be funded from operations, cash reserves, and borrowings as deemed necessary.

During the second quarter, the Company repurchased 1,840,070 shares of common
stock for a total of $35.2 million. These repurchases included 1.3 million
shares from the Vera M. Long Estate, as well as other shares repurchased from
the T.J. Long Foundation and the Company's Profit Sharing Plan. Stock
repurchases for the two quarters were 2,761,025 shares of common stock for a
total of $53.5 million. In addition, the Company sold 45,688 shares of common
stock back to the Profit Sharing Plan for $1.1 million, resulting in total net
stock repurchases of $52.4 million. Stock repurchases are made at the discretion
of the Board of Directors and are dependent upon the market price and available
cash flow.

The Company has an unsecured revolving line of credit of $130.0 million,
which expires on October 14, 2004, and accrues interest at LIBOR-based rates.
Borrowings do not require repayment for five years. At the end of the second
quarter fiscal 2001, there were $110.0 million outstanding under the line of
credit with a weighted average interest rate of 7.49%. The amount outstanding
has been included in long-term debt, as the Company does not intend to pay
down the line of credit over the next twelve-month period. Additionally, the
Company has other long-term debt associated with an equity investment in RX
America and private placement financing which amount to approximately $124.0
million and mature at various dates from 2003 to 2017. Debt agreements
contain various quarterly financial covenants that limit maximum debt to
capitalization and minimum fixed charge coverage ratios. At July 27, 2000,
the Company has complied with restrictions and limitations included in these
provisions. To ensure liquidity availability, the Company engaged in
negotiating two additional unsecured and uncommitted lines of credit
subsequent to the end of the second quarter at $10 million each, as well as
an additional open-ended promissory note program for multiple loans priced at
time of placement. The $10 million lines of credit will expire on December
10, 2000 and February 7, 2001, respectively.

FORWARD LOOKING INFORMATION

Certain information in this form 10-Q, as well as in other public filings, press
releases and oral statements made by our representatives, is forward-looking
information based on current expectations and plans that involve risks and
uncertainties. Forward-looking information includes statements concerning
pharmacy sales trends, prescription margins, number of store openings and the
level of capital expenditures; as well as those that include or are preceded by
the words "expects," "estimates," "believes," or similar language. For such
statements, we claim the protection of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The following factors, in addition to
those discussed elsewhere in this Form 10-Q and in our Annual Reports, could
cause results to differ materially from management expectations as projected in
such forward-looking statements: changes in economic conditions generally or in
the markets served by the company; consumer preferences and spending patterns;
competition from other drugstore chains, supermarkets, other retailers and mail
order companies; changes in state or federal legislation or regulations; the
efforts of third party payors to reduce prescription drug costs; the
availability and cost of real estate and construction; accounting policies and
practices; the company's ability to hire and retain pharmacists and other store
and management personnel; the company's relationships with its suppliers; the
company's ability to successfully implement new computer systems and technology;
and adverse determinations with respect to litigation or other claims. The
company assumes no obligation to update its forward-looking statements to
reflect subsequent events or circumstances.

                                      -10-
<PAGE>




                           PART II - OTHER INFORMATION

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              (a)  On May 16, 2000, the Annual Meeting of Shareholders of the
                   Company was held in Walnut Creek, California.

              (b)  The following directors were elected:

<TABLE>
<CAPTION>

                                                  Votes in Favor          Votes Withheld
                                              ----------------------  ----------------------

<S>                                           <C>                      <C>

                         M.S. Metz                 30,393,307               5,455,409
                         S.D. Roath                30,279,299               5,569,417
                         G.H. Saito                30,281,811               5,566,905
                         T.R. Sweeney              30,194,356               5,654,360
                         A.G. Wagner               30,397,472               5,451,244

</TABLE>

                    There were no abstentions and no broker non-votes.

              (c)   Other directors whose term of office as a director continued
                    after the Annual Meeting:

                         R.M. Brooks                          R.A. Plomgren
                         W.L. Chenevich                       H.R. Somerset
                         W.G. Combs                           D.L. Sorby
                         R.M. Long                            F.E. Trotter

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)   Exhibit 10.1

                    Employment agreement between the Company and Steven F.
                    McCann, Senior Vice President, Chief Financial Officer, and
                    Treasurer, dated April 17, 2000.

              (b)   Reports on Form 8-K

                    There have been no reports on Form 8-K filed during the
                    quarter ended July 27, 2000.

                                      -11-
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      LONGS DRUG STORES CORPORATION
                                      --------------------------------
                                              (REGISTRANT)

Date:    September 11, 2000           /s/ Grover White
      --------------------------      ---------------------------------
                                      Grover White
                                      Vice President, Controller
                                      (Principal Accounting Officer)

                                      /s/       Steve McCann
                                      ---------------------------------
                                      Steve McCann
                                      Senior Vice President - Financial Officer
                                      and Treasurer
                                      (Chief Financial Officer)


                                      -12-