UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

Office of the Secretary

B207313

October 28, 1996

Louis R. Sernoff, Esquire
Baker & Hostetler
1050 Connecticut Avenue, N.W.
Washington Square, Suite 1100
Washington, D.C. 20036-5304

Re: Revco D.S., Inc., Docket No. C-3540

Dear Mr. Sernoff:

This is in reference to the application filed by James F. Duffy, Trustee for Revco D.S., Inc. ("Revco") on August 30, 1996, for prior Commission approval to divest two of Revco’s drug stores, one located in Marion, Virginia, and one located in Covington, Virginia, to Horizon Pharmacies, Inc. Mr. Duffy’s application was filed pursuant to Paragraph II of the Order in this matter.

After consideration of Mr. Duffy’s application, and other available information, the Commission has determined to approve the proposed divestitures. In according its approval, the Commission has relied upon the information submitted and the representations made by Mr. Duffy and has assumed them to be accurate and complete.

By direction of the Commission.

Donald S. Clark
Secretary