SECURITIES AND EXCHANGE COMMISSION

                                  Washington, D.C.   20549



                                          FORM 8-K


                                                                         


                                       CURRENT REPORT


                             Pursuant to Section 13 or 15(d) of
                             the Securities Exchange Act of 1934

                                                                         

              Date of Report (date of earliest event reported):  April 1, 1994


                                        HOOK-SUPERX, INC.             
                   (Exact name of registrant as specified in its charter)


          Delaware                      1-11122                31-1186877   
       (State or other         (Commission File  (I.R.S. Employer
       jurisdiction of                  Number)         Identification No.)
       incorporation)


       175 Tri-County Parkway, Cincinnati, Ohio                45246-3222  
       (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code:   (513) 782-3000



                               Exhibit Index Appears on Page 2

                                      Page 1 of 2 Pages



Item 5.    Other Events.

The Registrant entered into an Agreement and Plan or Merger, dated as of
March  31,  1994, with  Revco  D.S.,  Inc., a  Delaware  corporation, and  HSX
Acquisition Corp.,  a Delaware corporation ("Acquisition  Corp."), pursuant to
which, among other  things, Acquisition  Corp. will  merge with  and into  
the registrant  on the terms and subject to  the conditions set forth therein
(the "Merger").   Pursuant to  the Merger,  each holder of  issued and  
outstanding shares of  common stock, $.01  par value  per share, of  the 
Registrant, will receive $13.75 per share.

Item 7.    Financial Statements and Exhibits.

    (c)   Exhibits

          (1)   Press release of Hook-SupeRx, Inc. dated April 4,  1994

          (2)   Agreement and Plan of Merger, dated as of March 31, 1994, by
                and among Hook-SupeRx, Inc. Revco D.S., Inc. and HSX Acquisition
                Corp.

          (3)   Voting Agreement, dated as  of March 31, 1994, by  and among
                Hook-SupeRx, Inc.,  Revco D.S., Inc., HSX  Acquisition Corp.
                and certain Shareholders named therein.


                                         SIGNATURE              

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

                                                 HOOK-SUPERX, INC.
                                                 Registrant



                                           By:   /s/Timothy M. Mooney          
                                   
      Date: April 8 , 1994                            Timothy M. Mooney
                                                      Senior Vice President, 
                                                      Chief Financial Officer





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