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                                                                    EXHIBIT 10.4



                      FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 29, 1994
(this "Amendment"), is among ARBOR DRUGS, INC., a Michigan corporation (the
"Company"), the banks set forth on the signature pages hereof (collectively,
the "Banks") and NBD BANK, N.A., as agent for the Banks (in such capacity, the
"Agent").


                                    RECITALS

         A.      The Company, the Banks and the Agent are parties to a Credit
Agreement dated as of May 14, 1992 (the "Credit Agreement").

         B.      The Company, the Banks and the Agent desire to amend the
Credit Agreement as set forth herein.


                                     TERMS

         In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:


ARTICLE I.       AMENDMENT.  The Credit Agreement shall be amended by deleting
reference in Section 7.2(e)(v) to "$18,000,000" and substituting "$36,000,000"
in place thereof.


ARTICLE II.      REPRESENTATIONS.  The Company represents and warrants to the
Agent and the Banks that:

         2.1     The execution, delivery and performance of this Amendment is
within its powers, has been duly authorized and is not in contravention with
any law, of the terms of its Articles of Incorporation or By-laws, or any
undertaking to which it is a party or by which it is bound.

         2.2     This Amendment is the legal, valid and binding obligation of
the Company enforceable against it in accordance with the terms hereof.

         2.3     After giving effect to the amendments herein contained, the
representations and warranties contained in Article VI of the Credit Agreement
are true on and as of the date hereof with the same force and

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effect as if made on and as of the date hereof and no Default or Event of
Default exists.


ARTICLE III.     MISCELLANEOUS

         3.1     References in the Credit Agreement or in any note,
certificate, instrument or other document to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby and as
further amended from time to time.


         3.2     The Company agrees to pay and to save the Agent harmless for
the payment of all costs and expenses arising in connection with this
Amendment, including the reasonable fees of counsel to the Agent in connection
with preparing this Amendment.

         3.3     Except as expressly amended hereby, the Company agrees that
the Credit Agreement, the Notes and all other documents and agreements executed
by the Company in connection with the Credit Agreement in favor of the Agent or
the Banks are ratified and confirmed and shall remain in full force and effect
and that it has no set off, counterclaim or defense with respect to any of the
foregoing.  Terms used but not defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement.

         3.4     This Amendment may be signed upon any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.  This Amendment is a contract made under, and the rights and
obligations of the parties hereunder be governed by and construed in accordance
with, the laws of the State of Michigan applicable to contracts made and to be
performed entirely within Michigan.


         IN WITNESS WHEREOF, the parties signing this Amendment have caused
this Amendment to be executed and delivered as of August 29, 1994, which shall
be the effective date of this Amendment.


                                        ARBOR DRUGS, INC.


                                        By: /s/ Gilbert C. Gerhard
                                            ----------------------------
                                            Its:  Senior Vice President
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                                        NBD BANK, N.A., as a Bank and as Agent


                                        By: /s/ Erik W. Bakker
                                            ---------------------------
                                            Its:  Second Vice President


                                        COMERICA BANK


                                        By: /s/ Michael Banks
                                            ---------------------------
                                            Its:  Vice President


                                        CONTINENTAL BANK, formerly known as
                                        Continental Bank, N.A.


                                        By: /s/ Gary Peet
                                           ---------------------------
                                            Its:  Managing Director