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                                 EXHIBIT 4.6

                              SECOND AMENDMENT
                                     TO
                              ARBOR DRUGS, INC.
                        EMPLOYEE STOCK PURCHASE PLAN

     WHEREAS, Arbor Drugs, Inc. (the "Company") has established and maintains
the Arbor Drugs, Inc. Employee Stock Purchase Plan, originally effective as of
May 25, 1994 (the "Plan");

     WHEREAS, pursuant to Section 16 of the Plan, the Compensation Committee of
the Company's Board of Directors (the "Committee") has the right to amend the
Plan at any time;

     WHEREAS, the shareholders of the Company have approved increasing by
500,000 the number of shares of the Company's common stock available for
purchase under the Plan; and

     WHEREAS, the Committee desires to amend the Plan to increase the number of
shares available for purchase.

     NOW, THEREFORE, by resolution of the Committee, as approved by the
Company's shareholders, the Plan is hereby amended in the following respect:

     Section 4(a) of the Plan is hereby amended in its entirety to read as
follows:

               (a) The Plan covers an aggregate of 1,175,000 shares of Common
          Stock (subject to adjustment as provided in Section 15 hereof), which
          may be authorized but unissued shares, reacquired shares or shares
          bought on the open market. If any Purchase Right that shall have been
          granted shall expire or terminate for any reason without having been
          exercised in full, the unpurchased shares of Common Stock shall again
          become available for purposes of the Plan, unless the Plan shall have
          been terminated.

Dated as of December 2, 1997