SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994
Commission File Number 1-1011

MELVILLE CORPORATION
(Exact name of registrant as specified in its charter)

New York 04-1611460
(State of incorporation) (IRS Employer Identification No.)

One Theall Road, Rye, NY 10580
(Address of principal executive offices)

Registrant's telephone number, including area code: (914) 925-4000

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
--------------------- ---------------------
Common stock (par value
$1 per share) New York Stock Exchange

4-7/8% Convertible Subordinated
Debentures due June 1, 1996 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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
---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.
Yes (No disclosures are contained herein) X No
---

Page 1 of Pages
---

Exhibit Index on Pages 28-30

Page 1 of 2 page Cover Page

As of March 1, 1995, the aggregate market value of the voting stock* held by
non-affiliates** which was computed by reference to the price at which the stock
was last traded was $3,382,598,081.

Number of shares outstanding of the issuer's Common Stock (par value $1 per
share) at March 1, 1995: 104,808,840.

Documents Incorporated by Reference

l. Annual Report to Shareholders for the year ended December 31, 1994: Part I,
Item 1; Part II, Items 5, 6, 7 and 8; and Part IV, Item 14.

2. Proxy Statement dated March 7, 1995 issued in connection with the annual
meeting of shareholders: Part III, Items 10, 11, 12 and 13.

* Does not include 6,368,249 outstanding shares of Series One ESOP Convertible
Preference Stock ("ESOP Preference Stock"). As of March 1, 1995, each share
of ESOP Preference Stock is entitled to one vote per share on all matters
submitted to a vote of the holders of Common Stock.

** Only stock held by directors and officers is excluded.

Page 2 of 2 page Cover Page

PART I

Item 1. Business

Melville Corporation, a New York corporation (in this Item 1 called the
"Company"), is one of the largest diversified specialty retailers in the United
States. On December 31, 1994, the Company, through its subsidiaries (which
together with the Company throughout this Item 1 are collectively called the
"Companies"), operated a total of 7,378 retail stores and leased departments
throughout the United States, Puerto Rico, the U.S. Virgin Islands, Canada, the
United Kingdom, the Czech Republic, Slovakia, Mexico and Singapore. During 1994
the Companies also manufactured men's and women's footwear in two factories and
furniture in seven factories.

The Companies market products in chains of specialty retail stores
operating under various trade names. Prescription drugs, health and beauty care
items are sold in chains of stores operated under the "CVS" trade name. Apparel
and accessories are sold in chains of stores under the "Marshalls", "Wilsons
Suede & Leather", "Wilsons The Leather Experts", "Bermans", "Bermans The Leather
Experts", "Pelle Cuir", "Tannery West", "Snyder Leather Outlet", "Georgetown
Leather Design" and "Bob's" trade names. Footwear is sold in chains of stores
operated under the "FOOTACTION USA", "FOOTACTION For Kids", "Thom McAn" and
"B.O.Q." trade names and in leased departments in Kmart discount department
stores and Pay Less Drug stores. Toy and hobby products are sold in chains of
stores operating under the "Kay-Bee Toys", "Toy Works", "K & K Toys" and "Circus
World" trade names. Domestics are sold in a chain of stores operated under the
"Linens 'n Things" trade name.

Furniture is sold in a chain of stores under the "This End Up" and "Wood's End"
trade names.

In general, the retailing business is seasonal in nature with each
particular business of the Company affected, to varying degrees, by certain peak
selling periods. The peak selling periods are characterized by inventory
build-ups prior to such periods. The build-ups are financed, in part, with the
issuance of commercial paper and bank loan participation notes. To maintain
financial flexibility, the Company also has on file with the Securities and
Exchange Commission a shelf registration statement for the issuance of up to
$300 million in debt securities, including medium-term notes. No debt securities
have been issued to date. The Company is currently exploring several
alternatives for managing its financing requirements and the costs thereof.

The Christmas holiday is the most significant seasonal selling period for
the Company overall and the peak selling period for its toy and leather apparel
businesses. The peak selling periods, other than the Christmas holiday, for the
Company's non-leather apparel and footwear businesses coincide with the Easter
holiday and the opening of school in the fall. Competition is based upon such
factors as price, style, quality and design of product and the layout and
location of stores.

The Company's principal office is located in Rye, New York. As of December
31, 1994, the Companies had approximately 117,000 full and part-time associates.

BUSINESS SEGMENT INFORMATION

The Company is principally a specialty retailer conducting business in four
major segments:

- Prescription drugs, health and beauty care retailing.

- Apparel retailing, which includes men's and women's specialty and
leather apparel, and brand name and private label apparel for men,
women and children.

- Footwear, which includes retailing of both discount and popular-priced
shoes; retailing of brand name shoes and athletic footwear for men,
women and children.

- Toys and home furnishings, which include retailing of toys, domestics
and furniture (as well as furniture manufacturing).

The financial information concerning industry segments required by Item
101(b) of Regulation S-K is set forth on page 47 of the Company's Annual Report
to Shareholders for the year ended December 31, 1994, and is incorporated herein
by reference.

PRESCRIPTION DRUGS, HEALTH AND BEAUTY CARE RETAILING

On December 31, 1994, the Companies operated 1,328 prescription drugs,
health and beauty care stores in 15 states and the District of Columbia under
the name "CVS" 1,137 of which have pharmacies. Net sales for these stores for
1994 represented approximately 38% of the Companies' consolidated net sales.

These stores are considered "destination" stores and are located primarily
in "strip" shopping centers and freestanding units. In the prescription drugs,
health and beauty care retailing business, the Company counts itself among the

largest retailers in terms of number of stores in its primary marketing
territories, which is the mid-Atlantic and Northeast United States. The monthly
business periodical entitled "Chain Drug Review" has ranked CVS fourth in number
of stores and fifth in dollar volume and among the top ten drug store chains in
the United States based upon dollar volume and store count. These stores also
compete with general merchandise stores, supermarkets and mail order pharmacies.

In 1994, the Company started its PharmaCare division, which manages
pharmacy services and managed care drug programs. PharmaCare currently manages
prescription drug care for approximately one million people.

APPAREL RETAILING

On December 31, 1994, the Companies operated 484 off-price quality brand
name family apparel stores in 40 states and Puerto Rico under the name
"Marshalls". These stores are located primarily in "strip" shopping centers in
which Marshalls is an "anchor" tenant. Marshalls' net sales for 1994 represented
approximately 25% of the Companies' consolidated net sales.

On December 31, 1994, the Companies operated 628 men's and women's leather
and suede apparel and accessory stores, which are located primarily in regional
shopping malls, in 46 states, the District of Columbia and the United Kingdom
under the names "Wilsons Suede & Leather", "Wilsons The Leather Experts",
"Tannery West", "Bermans The Leather Experts", "Bermans", "Snyder Leather
Outlets", "Pelle Cuir" and "Georgetown Leather Design". Net sales for 1994 in

these stores represented approximately 4% of the Companies' consolidated net
sales.

On December 31, 1994, the Companies operated 20 stores selling casual
clothing and footwear for the entire family under the name "Bob's", principally
in "strip" shopping centers located in Connecticut, Massachusetts, New York, New
Jersey and Rhode Island. Net sales at Bob's stores for 1994 represented
approximately 3% of the Companies' consolidated net sales.

In the apparel retailing business, the Company believes it has a
significant presence in the markets for the products which it carries; however,
such products represent only a small portion of the total apparel market.

FOOTWEAR

On December 31, 1994, the Companies operated 2,778 leased footwear
departments, 439 stores under the names "FOOTACTION USA" and "FOOTACTION For
Kids" and 323 stores under the names "Thom McAn" and "B.O.Q.". Collectively,
these leased departments and retail stores are located in all 50 states, Puerto
Rico, the U.S. Virgin Islands, the Czech Republic, Slovakia, Mexico and
Singapore.

Each of the leased departments is operated by the Company's Meldisco
division which sells footwear for the entire family. All but 409 of the leased
departments operated during the fiscal year ended December 31, 1994 were located
in Kmart discount department stores in the United States, Puerto Rico, the Czech
Republic, Slovakia, Mexico and Singapore. These 409 leased departments were
located in Pay Less Drug Stores, which are owned by Pay Less Drug Stores, Inc.

(formerly known as Pay Less Drug Stores Northwest, Inc.) ("Pay Less").

Pursuant to an agreement between the Company and Kmart Corporation ("Kmart"
then known as S.S. Kresge Company) entered into as of January 1, 1975, and an
agreement between the Company and Pay Less dated October 10, 1988, the Company
has the exclusive right to operate the footwear departments in Kmart and Pay
Less stores. All license agreements relating to such leased departments have
terms of 25 years, subject to certain performance standards. Rental payments
under all such license agreements are based on a percentage of sales, with
additional payments to be made under certain of the license agreements with
Kmart based on profits. The Company has a 51% equity interest, and Kmart has a
49% equity interest, in all the subsidiaries which operate leased departments in
Kmart stores, with the exception of 38 such subsidiaries in which the Company
has a 100% equity interest. The Company has a 100% equity interest in all the
subsidiaries which operate leased departments in Pay Less Drug Stores. Aggregate
net sales for 1994 of Meldisco leased departments represented approximately 11%
of the Companies' consolidated net sales.

The agreement with Pay Less giving the Company the exclusive right to
operate footwear departments in all newly opened stores expires in October,
2013. The agreement with Kmart giving the Company the exclusive right to operate
footwear departments in all newly opened stores expires in May, 1995, by which
time the Company expects a new agreement will be in place.

Footaction stores are located primarily in regional shopping malls. These

stores specialize in brand name casual and athletic footwear and related apparel
for the entire family. Footaction's net sales for 1994 represented approximately
3% of the Companies' consolidated net sales.

A majority of the Thom McAn stores are also located in regional shopping
malls and substantially all of such stores sell footwear and related items for
men and women. Excluded from the Thom McAn chain were stores designated to be
closed or redeployed under the Company's strategic realignment program announced
in 1992. Of the stores excluded, 95 were closed or redeployed in 1994. Thom
McAn's net sales for 1994 represented approximately 2% of the Companies'
consolidated net sales.

The Companies' footwear retailing is primarily in the discount and
popular-price categories. However, with the growth of its Footaction division,
the Company continues to increase its presence in brand name casual and athletic
footwear.

In the footwear retailing business the Companies, through their retail
stores and leased departments, compete with footwear chain store operators and
many other types of footwear retailers, e.g., general merchandise stores,
traditional department stores, mail order businesses and apparel stores.
According to research data provided to the Company by Footwear Market Insights,
a management consulting and marketing research company specializing in footwear,
the seven largest footwear chain store and leased department operators in the
United States, ranked according to the number of pairs of footwear sold and

number of retail outlets, account for approximately [40.1%] of total footwear
pair sales, and the Companies are among such seven largest operators.

Manufacturing

As of July, 1994, the Company ceased operating its remaining two factories
in the Southeast United States which produced shoes and contained facilities for
product development, product testing and quality control. During 1994, the
manufactured footwear represented an insignificant percentage of the total
footwear sold by the Companies.

TOYS AND HOME FURNISHINGS

On December 31, 1994, the Companies operated 996 toy and hobby stores in
all 50 states and Puerto Rico under the names "Kay-Bee Toys", "Toy Works",
"Circus World" and "K & K Toys". The "Kay-Bee Toys", "Circus World" and "K & K
Toys" stores are located primarily in regional shopping malls. The "Toy Works"
stores are located primarily in "strip" shopping centers and freestanding units.
Excluded from operating results were stores that the Company designated to close
or not renew under its strategic realignment program announced in 1992. Of the
stores excluded, 61 were closed in 1994. Net sales in toy and hobby stores for
1994 represented approximately 9% of the Companies' consolidated net sales.

On December 31, 1994, the Companies operated 145 quality brand name linens,
towels, bath and other household items stores, which are located primarily in
"strip" shopping centers in 27 states under the name "Linens 'n Things". Linens

'n Things' net sales for 1994 represented approximately 4% of the Companies'
consolidated net sales.

On December 31, 1994, the Companies operated 237 stores retailing a
distinctive line of casual furniture and coordinated accessories for residential
and commercial use, located primarily in regional shopping malls in 34 states
and Canada, under the names "This End Up" and "Wood's End". Net sales of
furniture for 1994 represented approximately 1% of the Companies' consolidated
net sales.

In the toy retailing business, the Company is among the largest toy and
hobby chain store operators in the United States in terms of sales, as well as
number of retail outlets. Based upon sales volume, the business periodical
"Discount Store News" has ranked Kay-Bee among the top toy specialty chains in
the United States.

In the home furnishings retailing business, the Company believes itself to
be a significant factor in the markets for the products which it carries. Based
on total revenues, This End Up has been ranked by "Furniture Today", a weekly
business periodical, the 19th largest home furnishing retailer in the United
States.

Manufacturing

During 1994, the Company, through This End Up Furniture Company,
manufactured a distinctive line of casual furniture in seven factories located
in the Southeast United States. Approximately 99% of the furniture manufactured
is sold through the Company's This End Up division. The Company believes that
these factories have the capacity to supply all of the sales volume requirements
of its "This End Up" and "Wood's End" retail stores and currently these

factories supply substantially all of such requirements.

This End Up Furniture Company manufactures a large portion of its furniture
from southern yellow pine, which is in plentiful supply in the Southeastern
United States. Southern yellow pine is a renewable resource and most producers
have reforestation programs in effect.

ACQUISITIONS

During 1994, the Company acquired the assets of 11 prescription drugs,
health and beauty care stores, 12 apparel stores and 3 stores selling branded
athletic footwear and apparel.

Item 2. Properties

The registrant and its subsidiaries lease various retail stores and
warehouse, plant and office facilities. Most of these leases contain initial
terms ranging from 5 to 25 years and many have options for extension beyond the
initial term ranging from 5 to 15 years. Retail stores and office facilities are
leased in nearly all cases.

In the fiscal year ended December 31, 1994, the registrant and its
subsidiaries operated 47 distribution centers, located in 18 states, containing
an aggregate of approximately 9,468,000 square feet. All such distribution
centers are leased with the exception of 14 distribution centers containing an
aggregate of approximately 5,054,000 square feet which are owned by the
registrant or one of its subsidiaries. Fifteen distribution centers (comprising
approximately 3,324,000 square feet) are used in the prescription drugs, health
and beauty care business; seven distribution centers (comprising approximately
2,911,000 square feet) are used in the apparel businesses; seven distribution

centers (comprising approximately 1,542,000 square feet) are used in the
footwear businesses; and 18 distribution centers (comprising approximately
1,691,000 square feet) are used in the toys and home furnishings businesses.

During the fiscal year ended December 31, 1994, the registrant and its
subsidiaries operated nine factories, all of which were located in North
Carolina. Two were footwear factories that were closed as of July, 1994 and the
property has since been sold. Seven are furniture factories with the total
capacity to produce approximately 1,092,000 pieces of furniture annually. The
registrant or one of its subsidiaries own all such factories remaining in
operation at the end of the year.

Item 3. Legal Proceedings

There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the registrant or any of
its subsidiaries is a party or of which any of its or their property is the
subject.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders, through
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ending December 31, 1994.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following is included as an unnumbered item in Part I of this report
since the registrant did not furnish such information in its definitive proxy
statement dated March 7, 1995.

Date Date First
Appointed Appointed an
to Present Officer of
Name/Office Age Office the Registrant
----------- --- ---------- --------------

James E. Alward 51 3/17/92 3/17/92
Vice President

Norman Axelrod 42 3/07/88 3/07/88
Vice President
(President and
Chief Executive
Officer of
Linens 'n Things)

Gary L. Crittenden 41 1/11/95 1/11/95
Senior Vice President
and Acting Chief
Financial Officer

Kenneth A. DellaRocco 42 7/13/94 7/13/94
Vice President

Warren D. Feldberg 45 10/18/91 10/18/91
Vice President
(Chairman and Chief
Executive Officer
of Marshalls)

Michael A. Friedheim 51 1/01/94 7/14/82
Vice President
(Chairman and Chief
Executive Officer of
Bob's)

Philip C. Galbo 44 7/13/94 8/01/89
Vice President and
Treasurer

Stanley P. Goldstein 60 1/01/87 4/13/71
Chairman of the
Board and Chief
Executive Officer

Date Date First
Appointed Appointed an
to Present Officer of
Name/Office Age Office the Registrant
----------- --- ---------- --------------

Thomas E. Harms 48 3/10/94 3/10/94
Vice President

Robert G. House 48 9/11/91 9/11/91
Vice President

Ann Iverson 51 7/13/94 7/13/94
Vice President
(President and Chief
Executive Officer of
Kay-Bee)

Daniel B. Katz 49 2/19/91 3/12/86
Senior Vice
President (President
of Melville Realty
Company, Inc.)

Peggy Kelston 45 12/7/94 12/7/94
Vice President

Robert A. Kemeny 39 7/13/94 7/13/94
Vice President
(President and Chief
Executive Officer of
This End Up)

William C. Kingsford 48 3/12/86 7/13/79
Vice President

Jerald L. Maurer 52 1/01/94 1/01/94
Senior Vice
President

Larry A. McVey 53 3/14/84 3/14/84
Vice President
(President and Chief
Executive Officer of
Thom McAn)

John I. Mitchell, Jr. 55 10/12/88 10/12/88
Vice President and
Chief Information
Officer

Date Date First
Appointed Appointed an
to Present Officer of
Name/Office Age Office the Registrant
----------- --- ---------- --------------

Ralph T. Parks 49 3/10/94 3/10/94
Vice President
(President and Chief
Executive Officer of
Footaction)

Jerald S. Politzer 49 10/09/91 6/21/89
Executive Vice
President

Arthur V. Richards 56 9/13/89 4/12/77
Vice President
and Corporate Secretary

J. M. Robinson 48 7/13/88 7/13/88
Vice President
(President and Chief
Executive Officer of
Meldisco)

Harvey Rosenthal 52 1/01/94 10/17/84
President and
Chief Operating
Officer

Thomas M. Ryan 42 1/01/94 1/01/94
Vice President
(President and Chief
Executive Officer of CVS)

Joel N. Waller 54 3/11/87 3/11/87
Vice President
(Chairman and Chief
Executive Officer of
Wilsons)

Jeffery A. Warzel 38 1/11/95 1/11/95
Vice President

In each case the term of office extends to the date of the board of
directors meeting following the next annual meeting of shareholders of the
registrant. In addition to the office(s) which they hold in the registrant as
shown above, each of the individuals listed (with the exception of Messrs.

Crittenden, Harms, House, Kingsford, Maurer, Warzel and Ms. Kelston) hold
various offices in certain subsidiaries of the registrant. Previous positions
and responsibilities held by each of the above officers with the registrant and
for each of the above officers who have not held the same office(s) with the
same responsibilities for more than the past five years, are indicated below:

James E. Alward - Director of Taxation (January, 1979 to Present) of
the registrant.

Gary L. Crittenden - Executive Vice President and Chief Financial
Officer (October, 1992 to December, 1994) and Senior Vice
President (December, 1990 to October, 1992) of Filene's Basement;
Senior Partner (1979 to December, 1990) of Bain & Company.

Kenneth A. DellaRocco - Director of Legal Affairs and Counsel
(September, 1990 to July, 1994) and Director of Special Projects
and Counsel (March, 1990 to September, 1990) of the registrant.

Warren D. Feldberg - President (January, 1991 to November, 1991) of
Target Stores, a division of Dayton Hudson Corporation, Executive
Vice President (December, 1988 to January, 1991) of Target
Stores.

Michael A. Friedheim - Executive Vice President (February, 1986 to
January, 1994) of the registrant.

Philip C. Galbo - Treasurer (July, 1989 to Present) of the registrant.

Thomas E. Harms - Vice President Human Resources (July, 1993 to March,
1994) and Director Human Resources (September, 1990 to July,
1993) of the CVS division of the registrant; Director of
Personnel (August, 1988 to August, 1990) of Marshall Field's.

Robert G. House - Consultant (January, 1988 to July, 1991) Temple,
Barker & Sloane, general management consultants.

Ann Iverson - Chief Executive Officer (1989 to July, 1994) of
Mothercare U.K., a division of Storehouse PLC.

Daniel B. Katz - Vice President (March, 1986 to February, 1991) of the
registrant; President (March, 1978 to Present) of Melville Realty
Company, Inc., a subsidiary of the registrant.

Robert A. Kemeny - Independent Salesman (January, 1991 to July, 1994);
President (September, 1988 to January, 1991) of Barker Brothers
Furniture.

Peggy Kelston - Vice President Human Resources (July, 1989 to
September, 1994) of Calbro Corp.

Jerald L. Maurer - Corporate Vice President of Strategic Human
Resource Management (January, 1992 to January, 1994); of Aetna
Life and Casualty Company; Vice President of Human Resources
(January, 1991 to January, 1992) of Medstat Systems, Inc.; Senior
Vice President of Human Resources (1988 to January, 1991) of John
Wiley & Sons, Inc.

Ralph T. Parks - President of the Footaction division of the
registrant (November, 1991 to Present); Executive Vice President
and Chief Operating Officer (March, 1987 to November, 1991) of
Footaction, Inc.

Jerald S. Politzer - Group Vice President (June, 1989 to October,
1991) of the registrant.

Arthur V. Richards - Secretary (April, 1977 to Present), General
Counsel (September, 1989 to October, 1990) of the registrant.

Harvey Rosenthal - President and Chief Executive Officer (October,
1984 to January, 1994) of the CVS division of the registrant.

Thomas M. Ryan - Executive Vice President (January, 1990 to January,
1994) of the CVS division of the registrant.

Jeffery A. Warzel - Director of Process Improvement (September, 1992
to January, 1995) of the registrant; Senior Manager (April, 1988
to August, 1992) of Deloitte & Touche LLP.

Part II

Item 5. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters

The number of holders of the registrant's Common Stock, based upon the
number of record holders, was approximately 7,200 as of December 31, 1994. All
other information required by this item is included in the registrant's Annual
Report to Shareholders for the year ended December 31, 1994 on pages 1 and 46
and is incorporated herein by reference.

Item 6. Selected Financial Data

The information required by this item is included in the registrant's
Annual Report to Shareholders for the year ended December 31, 1994 on page 48
and is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

The information required by this item is included in the registrant's
Annual Report to Shareholders for the year ended December 31, 1994 on pages 30
through 33 and is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The information required by this item is included in the registrant's
Annual Report to Shareholders for the year ended December 31, 1994 on pages 35
through 47, and is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

During the registrant's two most recent fiscal years or any subsequent

interim period, no event occurred which would require disclosure under this
item.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information regarding the executive officers is furnished under the heading
"EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I of this report since the
registrant did not furnish such information in its definitive proxy statement
dated March 7, 1995.

The other information required by this item is included in the registrant's
definitive proxy statement dated March 7, 1995 on pages 1 through 4 and is
incorporated herein by reference.

Item 11. Executive Compensation

The information required by this item is included in the registrant's
definitive proxy statement dated March 7, 1995 on pages 5 through 11 and pages
14 and 15 and is incorporated herein by reference.

Item 12. Security Ownership of Certain
Beneficial Owners and Management

The information required by this item is included in the registrant's
definitive proxy statement dated March 7, 1995 on pages 1 through 5 and is
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

No information is required to be reported by this item.

PART IV

Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K

(a) Documents filed as part of this report:

l. and 2. Financial Statements and Financial Statement Schedules.

The consolidated financial statements of Melville Corporation and its
subsidiary companies incorporated herein by reference to the Annual Report to
Shareholders for the fiscal year ended December 31, 1994 and the related
consolidated financial statement schedule are set forth in the index to
consolidated financial statements and consolidated schedules on page 27 hereof.

3. Exhibits

(a) The Exhibits filed as part of this report are listed below:

Exhibit
Table
Number:
------

3 (a) Restated Certificate of Incorporation, as amended as of April 18, 1990
(incorporated by reference to Exhibit 3 filed with the
registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1990).

3 (b) By-Laws, as amended through March 8, 1995.

Exhibit
Table
Number:
-------

4 No instrument which defines the rights of holders of long and
intermediate debt of the registrant and its
subsidiaries is filed herewith pursuant to Regulation
S-K, Item 601(b)(4)(iii)(A) other than the June 23,
1989 amendment to the Restated Certificate of
Incorporation defining the rights of the holders of the
Series One ESOP Convertible Preference Stock (see above
exhibit table number 3(a)). The registrant hereby
agrees to furnish a copy of any such instrument to the
Securities and Exchange Commission upon request.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10 (iii) (A) (i) 1973 Stock Option Plan (incorporated by reference to
Exhibit (10) (iii) (A) (i) to the registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1987).

(ii) 1987 Stock Option Plan (incorporated by reference to
Exhibit (10) (iii) (A) (iii) to the registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1987).

(iii) 1989 Directors Stock Option Plan (incorporated by
reference to Exhibit B to the registrant's

Exhibit
Table
Number:
-------

Annual Report on Form 10-K for the fiscal year ended
December 31, 1988).

(iv) Melville Corporation Omnibus Stock Incentive Plan
(incorporated by reference to Exhibit B to the
registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989).

(v) Directors Retirement Plan (incorporated by reference to
Exhibit 10(iii)(A)(vi) to registrant's Annual Report on
Form 10-K for year ended December 31, 1992).

(vi) Profit Incentive Plan of Melville Corporation
(incorporated by reference to Exhibit A to registrant's
definitive Proxy Statement dated March 14, 1994).

(vii) Supplemental Retirement Plan for Select Senior
Management of Melville Corporation as amended through
May 12, 1989.

(viii) Income Continuation Policy for Select Senior
Executives of Melville Corporation as amended through
May 12, 1988.

(ix) Description of Agreement between Jerald L. Maurer and the
registrant.

(x) Description of Agreement between Harvey Rosenthal and the
registrant.

Exhibit
Table
Number:
-------

11 Statement re: Computation of Per Share Earnings.

12 Statement re: Computation of Ratios.

13 Annual Report to Shareholders for the year ended December
31, 1994. (Except for the portions incorporated herein
by reference, such report is furnished for the
information of the SEC and is not deemed "filed" as
part of this Form 10-K report.)

22 Subsidiaries of the registrant.

27 Financial Data Schedule.

(b) No reports on Form 8-K were filed in the last fiscal quarter ending
December 31, 1994.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

MELVILLE CORPORATION

By /S/ ARTHUR V. RICHARDS
-----------------------------------------
Arthur V. Richards
Vice President and Secretary

March 29, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has also been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

Chairman of the Board and
Director (Chief Executive
/S/ STANLEY P. GOLDSTEIN Officer) March 29, 1995
-----------------------------
(Stanley P. Goldstein)

Senior Vice President and
Acting Chief Financial
/S/ GARY L. CRITTENDEN Officer March 29, 1995
-----------------------------
(Gary L. Crittenden)

/S/ HYMAN L. BATTLE, JR. Director March 29, 1995
-----------------------------
(Hyman L. Battle, Jr.)

/S/ ALLAN J. BLOOSTEIN Director March 29, 1995
-----------------------------
(Allan J. Bloostein)

/S/ W. DON CORNWELL Director March 29, 1995
-----------------------------
(W. Don Cornwell)

/S/ JOHN J. CREEDON Director March 29, 1995
-----------------------------
(John J. Creedon)

/S/ WILLIAM H. JOYCE Director March 29, 1995
-----------------------------
(William H. Joyce)

Signature Title Date
--------- ----- ----

/S/ MICHAEL H. JORDAN Director March 29, 1995
-----------------------------
(Michael H. Jordan)

/S/ TERRY R. LAUTENBACH Director March 29, 1995
----------------------------
(Terry R. Lautenbach)

/S/ THEODORE LEVITT Director March 29, 1995
----------------------------
(Theodore Levitt)

/S/ DONALD F. MCCULLOUGH Director March 29, 1995
----------------------------
(Donald F. McCullough)

President, Chief
Operating Officer
/S/ HARVEY ROSENTHAL and Director March 29, 1995
----------------------------
(Harvey Rosenthal)

/S/ IVAN G. SEIDENBERG Director March 29, 1995
----------------------------
(Ivan G. Seidenberg)

/S/ PATRICIA CARRY STEWART Director March 29, 1995
----------------------------
(Patricia Carry Stewart)

/S/ M. CABELL WOODWARD, JR. Director March 29, 1995
----------------------------
(M. Cabell Woodward, Jr.)

MELVILLE CORPORATION AND SUBSIDIARY COMPANIES

Index to Consolidated Financial Statements and Schedules

The consolidated financial statements of Melville Corporation and
Subsidiary Companies together with the report on such consolidated financial
statements of KPMG Peat Marwick LLP dated February 16, 1995, which appear on the
pages listed below of the 1994 Annual Report to shareholders, are incorporated
by reference in this Annual Report on Form 10-K.

Page Number
in 1994
Annual Report
to Shareholders
---------------

Independent Auditors' Report ................................. 34
Consolidated Statements of Earnings for the years
ended December 31, 1994, 1993 and 1992 .................... 35
Consolidated Balance Sheets as of December 31,
1994 and 1993 ............................................. 36-37
Consolidated Statements of Shareholders'
Equity for the years ended December 31, 1994,
1993 and 1992 ............................................. 38
Consolidated Statements of Cash Flows for the
years ended December 31, 1994, 1993 and 1992 .............. 39
Notes to Consolidated Financial Statements ................... 40-47

Included in Part IV of this report: Page
----
Consent of Independent Auditors
for Melville Corporation
and Subsidiary Companies .................................. F-1
Independent Auditors' Report on Consolidated
Financial Statement Schedule of Melville Corporation
and Subsidiary Companies .................................. F-2
Consolidated Financial Statement Schedule of Melville
Corporation and Subsidiary Companies for the
years ended December 31, 1994, 1993 and 1992:
VIII - Valuation and Qualifying Accounts ............. S-1

Schedules not included above have been omitted because they are not
applicable or the required information is shown in the consolidated financial
statements or related notes.

INDEX TO EXHIBITS

Exhibit
Table
Number:
-------

3 (a) Restated Certificate of Incorporation, as amended as of
April 18, 1990 (incorporated by reference to Exhibit 3 filed
with the registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1990).

3 (b) By-Laws, as amended through March 8, 1995.

4 No instrument which defines the rights of holders of long
and intermediate debt of the registrant and its subsidiaries
is filed herewith pursuant to Regulation S-K, Item
601(b)(4)(iii)(A) other than the June 23, 1989 amendment to
the Restated Certificate of Incorporation defining the
rights of the holders of the Series One ESOP Convertible
Preference Stock (see above exhibit table number 3(a)). The
registrant hereby agrees to furnish a copy of any such
instrument to the Securities and Exchange Commission upon
request.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10 (iii)(A) (i) 1973 Stock Option Plan (incorporated by reference to
Exhibit (10) (iii) (A) (i) to the registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987).

(ii) 1987 Stock Option Plan (incorporated by

Exhibit
Table
Number:
-------

reference to Exhibit (10) (iii) (A) (iii) to the
registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987).

(iii) 1989 Directors Stock Option Plan (incorporated by
reference to Exhibit B to the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988).

(iv) Melville Corporation Omnibus Stock Incentive Plan
(incorporated by reference to Exhibit B to the registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1989).

(v) Directors Retirement Plan (incorporated by reference to
Exhibit 10(iii)(A)(vi) to registrant's Annual Report on Form
10-K for year ended December 31, 1992).

(vi) Profit Incentive Plan of Melville Corporation
(incorporated by reference to Exhibit A to registrant's
definitive Proxy Statement dated March 14, 1994).

(vii) Supplemental Retirement Plan for Select Senior
Management of Melville Corporation as amended through May
12, 1989.

Exhibit
Table
Number:
-------

(viii) Income Continuation Policy for Select Senior
Executives of Melville Corporation as amended through May
12, 1988.

(ix) Description of Agreement between Jerald L. Maurer and
the registrant.

(x) Description of Agreement between Harvey Rosenthal and
the registrant.

11 Statement re: Computation of Per Share Earnings.

12 Statement re: Computation of Ratios.

13 Annual Report to Shareholders for the year ended December
31, 1994. (Except for the portions incorporated herein by
reference, such report is furnished for the information of
the SEC and is not deemed "filed" as part of this Form 10-K
report.)

22 Subsidiaries of the registrant.

27 Financial Data Schedule.

[Letterhead of KPMG Peat Marwick LLP]

Consent of Independent Auditors

The Board of Directors and Shareholders
Melville Corporation:

We consent to incorporation by reference in the Registration Statements Numbers
33-40251, 33-17181 and 2-97913 on Form S-8 and Numbers 33-62664 and 33-34946 on
Form S-3 of Melville Corporation and subsidiary companies of our report dated
February 16, 1995, relating to the consolidated balance sheets of Melville
Corporation and subsidiary companies as of December 31, 1994 and 1993, and the
related consolidated statements of earnings, shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1994, and
related financial statement schedule, which report appears in the December 31,
1994 annual report on Form 10-K of Melville Corporation and subsidiary
companies.

Our reports refer to the adoption of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," in 1992 and to a change in the
method of determining retail price indices used in the valuation of LIFO
inventories in 1993.

Very truly yours,

/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP

New York, New York
March 29, 1995

F-1

[Letterhead KPMG Peat Marwick LLP]

Independent Auditors' Report

The Board of Directors and Shareholders
Melville Corporation:

Under the date of February 16, 1995, we reported on the consolidated balance
sheets of Melville Corporation and subsidiary companies as of December 31, 1994
and 1993, and related consolidated statements of earnings, shareholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1994, as contained in the 1994 annual report to shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1994. In connection with our audits of
the aforementioned consolidated financial statements, we also have audited the
related financial statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

As discussed on page 44 of the Annual Report to Shareholders, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," in 1992. Also, as discussed on
page 41, the Company changed its method of determining retail price indices used
in the valuation of LIFO inventories in 1993.

/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP

New York, New York
February 16, 1995

F-2

Schedule VIII

MELVILLE CORPORATION AND SUBSIDIARY COMPANIES
Valuation and Qualifying Accounts
Years ended December 31, 1994, 1993 and 1992
($ in Thousands)

Balance at Additions Charged Balance at
Description Beginning of Year to Costs and Expenses Deductions (1) End of Year
----------- ----------------- --------------------- -------------- -----------

Accounts Receivable:

Allowance for Doubtful Accounts:

Year Ended December 31, 1994 $32,534 $14,484 $28,160 $18,858
======= ======= ======= =======
Year Ended December 31, 1993 $25,131 $23,173 $15,770 $32,534
======= ======= ======= =======
Year Ended December 31, 1992 $21,717 $12,087 $ 8,673 $25,131
======= ======= ======= =======

(1) Write-offs, net of recoveries

S-1