EXHIBIT 10(o)(iii)

        Walgreen Co. Nonemployee Director Stock Plan
                       Amendment No. 2
                (effective September 1, 1998)

                              I

Section 5.1 of the Plan shall be amended to read as follows:

     5.1  Annual Equity Grants.  Commencing November 1,
1998, each Nonemployee Director shall receive an annual
equity grant of 1,000 shares on November 1 each year, or a
proportionate share of such grant based on full months of
service as Nonemployee Director since the prior November 1.
In lieu of issuing fractional shares, the Company shall
round to the nearest full share.

                             II

Section 5.3 of the Plan shall be amended to read as follows:

     5.3  Annual Review.  The Committee shall conduct an
annual review of the appropriateness of the equity Awards
granted pursuant to this Article 5.  In the event the
Committee determines that an adjustment in the amount of
equity Awards pursuant to this Article 5 is appropriate, the
Committee shall make a recommendation to the Board for an
appropriate amendment.