<PAGE>   1
      As filed with the Securities and Exchange Commission on March 8, 2001

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                MERCK & CO., INC.
               (Exact Name of Issuer As Specified in Its Charter)

                                  P.O. BOX 100
                                ONE MERCK DRIVE
                    WHITEHOUSE STATION, NEW JERSEY 08889-0100
                    (Address of Principal Executive Offices)

NEW JERSEY                                                            22-1109110
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plan)

                                CELIA A. COLBERT
              Vice President, Secretary & Assistant General Counsel

                                MERCK & CO., INC.

                                  P.O. Box 100
                                ONE MERCK DRIVE
                    Whitehouse Station, New Jersey 08889-0100

                                 (908) 423-1000
            (Name, Address and Telephone Number of Agent for Service)


If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
   Title of Securities          Amount to be      Proposed maximum offering price    Proposed maximum aggregate       Amount of
    to be Registered             Registered*                per share**                   offering price**         registration fee
    ----------------             -----------                -----------                   ----------------         ----------------
<S>                            <C>                <C>                                <C>                           <C>
        Common Stock
(Par Value $0.01 per share)    450,000 shares                   $74.56                     $33,552,000.00              $8,388.00
</TABLE>

*    Estimated maximum number of shares of Common Stock of Merck & Co., Inc.
     issuable during the next five years of operation of the Plan.

**   The price stated above is estimated solely for the purpose of determining
     the registration fee and is based on the average of the high and low market
     prices of the stock as reported on the New York Stock Exchange listed
     issues on March 7, 2001.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE


               The following documents filed by the registrant (Exchange Act
File No. 1-3305) with the Securities and Exchange Commission are incorporated
herein by reference and made a part hereof:

(a)            Annual Report on Form 10-K, filed on March 22, 2000, for the
               fiscal year ended December 31, 1999;

(b)            Quarterly Report on Form 10-Q, filed on May 12, 2000, for the
               quarter ended March 31, 2000;

(c)            Form 10-K/A filed on June 27, 2000, amending the registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1999;

(d)            Form 11-K filed on June 27, 2000 for the fiscal year ended
               December 31, 1999;

(e)            Quarterly Report on Form 10-Q, filed on August 10, 2000, for the
               quarter ended June 30, 2000;

(f)            Current Report on Form 8-K filed on October 20, 2000;

(g)            Quarterly Report on Form 10-Q, filed on November 13, 2000, for
               the quarter ended September 30, 2000;

(h)            Proxy Statement filed on March 16, 2000 for the Annual Meeting of
               Stockholders held on April 25, 2000; and

(i)            The descriptions of the Common Stock of the registrant set forth
               in the registrant's Registration Statements pursuant to Section
               12 of the Securities Exchange Act of 1934 ("Exchange Act"), and
               any amendment or report filed for the purpose of updating such
               description.


                                       2
<PAGE>   3
               All documents filed by the registrant pursuant to Section 13, 14
or 15(d) of the Exchange Act from the date hereof and prior to the termination
of the offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. An Exhibit Index can be found on page 13 of this Registration
Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               The validity of the Common Stock and interests in the plan will
be passed upon for the Company by Celia A. Colbert, Vice President, Secretary &
Assistant General Counsel of the Company.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The New Jersey Business Corporation Act provides that a New
Jersey corporation has the power to indemnify a director or officer against his
or her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer, other than a proceeding by or in the right of the corporation, if
such a director or officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.

               The indemnification and advancement of expenses shall not exclude
any other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director or officer may be entitled under a certificate of incorporation,
bylaw, agreement, vote of stockholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its stockholders, (b) were not in


                                       3
<PAGE>   4
good faith or involved in a knowing violation of law or (c) resulted in receipt
by the director or officer of an improper personal benefit.

               The Company's Restated Certificate of Incorporation provides
that, to the fullest extent permitted by the laws of the State of New Jersey,
directors and officers of the Company shall not be personally liable to the
Company or its stockholders for damages for breach of any duty owed to the
Company or its stockholders, except that a director or officer shall not be
relieved from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Company or its stockholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit.

               The By-Laws of the Company provide that a former, present or
future director, officer or employee of the Company or the legal representative
of any such director, officer or employee shall be indemnified by the Company:

               (a) against reasonable costs, disbursements and counsel fees paid
or incurred where such person has been successful in the defense on the merits
or otherwise of any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action, suit or
proceeding or in defense of any claim, issue or matter therein, brought by
reason of such person's being or having been such director, officer or employee,
and

               (b) with respect to the defense of any such action, suit,
proceeding, inquiry or investigation for which indemnification is not made under
(a) above, against reasonable costs, disbursements (which shall include amounts
paid in satisfaction of settlements, judgments, fines and penalties, exclusive,
however, of any amount paid or payable to the Company) and counsel fees if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and in connection with
any criminal proceedings such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the applicable
standard of conduct was met to be made by a majority of the members of the Board
of Directors (sitting as a Committee of the Board) who were not parties to such
inquiry, investigation, action, suit or proceeding or by any one or more


                                       4
<PAGE>   5
disinterested counsel to whom the question may be referred by the Board of
Directors; provided, however, in connection with any proceeding by or in the
right of the Company, no indemnification shall be provided as to any person
adjudged by any court to be liable to the Company except as and to the extent
determined by such court.

               The Company enters into indemnification agreements with its
directors and officers and enters into insurance agreements on its own behalf.
The indemnification agreements provide that the Company agrees to hold harmless
and indemnify its directors and officers to the fullest extent authorized or
permitted by the Business Corporation Act of the State of New Jersey, or any
other applicable law, or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification that is adopted after the date
hereof. Without limiting the generality of the foregoing, the Company agrees to
hold harmless and indemnify its directors and officers to the fullest extent
permitted by applicable law against any and all expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by its directors and
officers in connection with the defense of any present or future threatened,
pending or completed claim, action, suit or proceeding by reason of the fact
that they were, are, shall be or shall have been a director or officer of the
Company, or are or were serving, shall serve or shall have served, at the
request of the Company, as director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.


                                       5
<PAGE>   6
ITEM 8.        EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION                                                METHOD OF FILING
------                        -----------                                                ----------------
<S>      <C>                                                       <C>
 4(a)    --  Restated Certificate of Incorporation of the          Incorporated by reference to Form
             registrant (September 1, 2000)                        10-Q Quarterly Report for the period ended September 30, 2000

 4(b)    --  By-Laws of the registrant (as amended effective       Incorporated by reference to Form
             February 25, 1997)                                    10-Q Quarterly Report for the period ended March 31, 1997

   5     --  Opinion and Consent of Celia A. Colbert, Vice         Filed with this Registration Statement
             President, Secretary & Assistant General Counsel
             of registrant

  23     --  Consent of Arthur Andersen LLP                        Included at Page 12 of this Registration Statement

  24     --  Certified Resolution of Board of Directors and        Filed with this Registration Statement
             Power of Attorney
</TABLE>


                                       6
<PAGE>   7
ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

1.       (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2.       That, for purposes of determining any liability under the Securities
         Act of 1933, each filing of the registrant's annual report pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
         where applicable, each filing of an employee benefit plan's annual
         report pursuant to Section 15(d) of the Securities Exchange Act of
         1934) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for


                                       7
<PAGE>   8
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                       8
<PAGE>   9
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
issuer certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the Town of Whitehouse Station and the State of New Jersey on the
8th day of March, 2001.


                                             MERCK & CO., INC.



                                        By:                *
                                             -------------------------------
                                             Raymond V. Gilmartin
                                             Chairman of the Board, President
                                             & Chief Executive Officer



                                        By:  /s/ Celia A. Colbert
                                             -------------------------------
                                             Celia A. Colbert
                                             Vice President, Secretary &
                                             Assistant General Counsel
                                             (Attorney-in-Fact)



------------------
*    Celia A. Colbert, by signing her name hereto, does hereby sign this
     document pursuant to powers of attorney duly executed by the person named,
     filed with the Securities and Exchange Commission as an exhibit to this
     document, on behalf of such person on the date stated.


                                       9
<PAGE>   10
             Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
           SIGNATURES                                             TITLE                                             DATE
           ----------                                             -----                                             ----
<S>                                          <C>                                                                 <C>
            *
-------------------------------
Raymond V. Gilmartin                         Chairman of the Board, President & Chief Executive                  March 8, 2001
                                             Officer; Principal Executive Officer; Director

            *
-------------------------------
Judy C. Lewent                               Senior Vice President & Chief Financial Officer;                    March 8, 2001
                                             Principal Financial Officer

            *
-------------------------------
Richard C. Henriques, Jr.                    Vice President, Controller; Principal Accounting                    March 8, 2001
                                             Officer

            *
-------------------------------
H. Brewster Atwater, Jr.                                          Director                                       March 8, 2001

            *
-------------------------------
Lawrence A. Bossidy                                               Director                                       March 8, 2001


            *
-------------------------------
William G. Bowen                                                  Director                                       March 8, 2001

            *
-------------------------------
Johnnetta B. Cole                                                 Director                                       March 8, 2001

            *
-------------------------------
Lloyd C. Elam                                                     Director                                       March 8, 2001


-------------------------------
Niall FitzGerald                                                  Director
</TABLE>

------------------
*    Celia A. Colbert, by signing her name hereto, does hereby sign this
     document pursuant to powers of attorney duly executed by the persons named,
     filed with the Securities and Exchange Commission as an exhibit to this
     document, on behalf of such persons, all in the capacities and on the date
     stated, such persons including a majority of the directors of the Company.


                                       10
<PAGE>   11
<TABLE>
<S>                                          <C>                                <C>

-------------------------------
William B. Harrison, Jr.                     Director

            *
-------------------------------
William N. Kelley                            Director                           March 8, 2001

            *
-------------------------------
Heidi G. Miller                              Director                           March 8, 2001

            *
-------------------------------
Edward M. Scolnick                           Director                           March 8, 2001

            *
-------------------------------
Anne M. Tatlock                              Director                           March 8, 2001

            *
-------------------------------
Samuel O. Thier                              Director                           March 8, 2001

            *
-------------------------------
Dennis Weatherstone                          Director                           March 8, 2001
</TABLE>

------------------
*    Celia A. Colbert, by signing her name hereto, does hereby sign this
     document pursuant to powers of attorney duly executed by the persons named,
     filed with the Securities and Exchange Commission as an exhibit to this
     document, on behalf of such persons, all in the capacities and on the date
     stated, such persons including a majority of the directors of the Company.


                                             By:  /s/ Celia A. Colbert
                                                  ----------------------------
                                                  Celia A. Colbert
                                                  Vice President, Secretary &
                                                  Assistant General Counsel
                                                  (Attorney-in-Fact)


                                       11
<PAGE>   12
                                                                      EXHIBIT 23


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

            As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated January 26, 2000 included in and incorporated by reference in Merck & Co.,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
as amended by Form 10-K/A dated June 27, 2000, and to all references to our firm
included in or made a part of this Registration Statement.


                                                             ARTHUR ANDERSEN LLP


New York, New York
March 8, 2001


                                       12
<PAGE>   13
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION                                                METHOD OF FILING
------                           -----------                                                ----------------
<S>       <C>                                                        <C>
 4(a)     --   Restated Certificate of Incorporation of the          Incorporated by reference to Form
               registrant (September 1, 2000)                        10-Q Quarterly Report for the period ended September 30, 2000

 4(b)     --   By-Laws of the registrant (as amended effective       Incorporated by reference to Form
               February 25, 1997)                                    10-Q Quarterly Report for the period ended March 31, 1997

   5      --   Opinion and Consent of Celia A. Colbert, Vice         Filed with this Registration Statement
               President, Secretary & Assistant General Counsel of
               registrant

  23      --   Consent of Arthur Andersen LLP                        Included at Page 12 of this Registration Statement

  24      --   Certified Resolution of Board of Directors and        Filed with this Registration Statement
               Power of Attorney
</TABLE>


                                       13
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{"company-data": {"conformed-name": "MERCK & CO INC", "cik": "0000064978", "assigned-sic": "2834", "irs-number": "221109110", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56696", "film-number": "1563521"}, "business-address": {"street1": "ONE MERCK DR", "street2": "P O BOX 100", "city": "WHITEHOUSE STATION", "state": "NJ", "zip": "08889-0100", "phone": "9084234044"}, "mail-address": {"street1": "ONE MERCK DR", "street2": "PO BOX 100 WS3AB-05", "city": "WHITEHOUSE STATION", "state": "NJ", "zip": "08889-0100"}}
1
      As filed with the Securities and Exchange Commission on March 8, 2001

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                MERCK & CO., INC.
               (Exact Name of Issuer As Specified in Its Charter)

                                  P.O. BOX 100
                                ONE MERCK DRIVE
                    WHITEHOUSE STATION, NEW JERSEY 08889-0100
                    (Address of Principal Executive Offices)

NEW JERSEY                                                            22-1109110
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plan)

                                CELIA A. COLBERT
              Vice President, Secretary & Assistant General Counsel

                                MERCK & CO., INC.

                                  P.O. Box 100
                                ONE MERCK DRIVE
                    Whitehouse Station, New Jersey 08889-0100

                                 (908) 423-1000
            (Name, Address and Telephone Number of Agent for Service)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE
Title of Securities          Amount to be      Proposed maximum offering price    Proposed maximum aggregate       Amount of
    to be Registered             Registered*                per share**                   offering price**         registration fee
    ----------------             -----------                -----------                   ----------------         ----------------
Common Stock
(Par Value $0.01 per share)    450,000 shares                   $74.56                     $33,552,000.00              $8,388.00
*    Estimated maximum number of shares of Common Stock of Merck & Co., Inc.
     issuable during the next five years of operation of the Plan.

**   The price stated above is estimated solely for the purpose of determining
     the registration fee and is based on the average of the high and low market
     prices of the stock as reported on the New York Stock Exchange listed
     issues on March 7, 2001.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by the registrant (Exchange Act
File No. 1-3305) with the Securities and Exchange Commission are incorporated
herein by reference and made a part hereof:

(a)            Annual Report on Form 10-K, filed on March 22, 2000, for the
               fiscal year ended December 31, 1999;

(b)            Quarterly Report on Form 10-Q, filed on May 12, 2000, for the
               quarter ended March 31, 2000;

(c)            Form 10-K/A filed on June 27, 2000, amending the registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1999;

(d)            Form 11-K filed on June 27, 2000 for the fiscal year ended
               December 31, 1999;

(e)            Quarterly Report on Form 10-Q, filed on August 10, 2000, for the
               quarter ended June 30, 2000;

(f)            Current Report on Form 8-K filed on October 20, 2000;

(g)            Quarterly Report on Form 10-Q, filed on November 13, 2000, for
               the quarter ended September 30, 2000;

(h)            Proxy Statement filed on March 16, 2000 for the Annual Meeting of
               Stockholders held on April 25, 2000; and

(i)            The descriptions of the Common Stock of the registrant set forth
               in the registrant's Registration Statements pursuant to Section
               12 of the Securities Exchange Act of 1934 ("Exchange Act"), and
               any amendment or report filed for the purpose of updating such
               description.

                                       2
3
               All documents filed by the registrant pursuant to Section 13, 14
or 15(d) of the Exchange Act from the date hereof and prior to the termination
of the offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. An Exhibit Index can be found on page 13 of this Registration
Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               The validity of the Common Stock and interests in the plan will
be passed upon for the Company by Celia A. Colbert, Vice President, Secretary &
Assistant General Counsel of the Company.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The New Jersey Business Corporation Act provides that a New
Jersey corporation has the power to indemnify a director or officer against his
or her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer, other than a proceeding by or in the right of the corporation, if
such a director or officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.

               The indemnification and advancement of expenses shall not exclude
any other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director or officer may be entitled under a certificate of incorporation,
bylaw, agreement, vote of stockholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its stockholders, (b) were not in

                                       3
4
good faith or involved in a knowing violation of law or (c) resulted in receipt
by the director or officer of an improper personal benefit.

               The Company's Restated Certificate of Incorporation provides
that, to the fullest extent permitted by the laws of the State of New Jersey,
directors and officers of the Company shall not be personally liable to the
Company or its stockholders for damages for breach of any duty owed to the
Company or its stockholders, except that a director or officer shall not be
relieved from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Company or its stockholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit.

               The By-Laws of the Company provide that a former, present or
future director, officer or employee of the Company or the legal representative
of any such director, officer or employee shall be indemnified by the Company:

               (a) against reasonable costs, disbursements and counsel fees paid
or incurred where such person has been successful in the defense on the merits
or otherwise of any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action, suit or
proceeding or in defense of any claim, issue or matter therein, brought by
reason of such person's being or having been such director, officer or employee,
and

               (b) with respect to the defense of any such action, suit,
proceeding, inquiry or investigation for which indemnification is not made under
(a) above, against reasonable costs, disbursements (which shall include amounts
paid in satisfaction of settlements, judgments, fines and penalties, exclusive,
however, of any amount paid or payable to the Company) and counsel fees if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and in connection with
any criminal proceedings such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the applicable
standard of conduct was met to be made by a majority of the members of the Board
of Directors (sitting as a Committee of the Board) who were not parties to such
inquiry, investigation, action, suit or proceeding or by any one or more

                                       4
5
disinterested counsel to whom the question may be referred by the Board of
Directors; provided, however, in connection with any proceeding by or in the
right of the Company, no indemnification shall be provided as to any person
adjudged by any court to be liable to the Company except as and to the extent
determined by such court.

               The Company enters into indemnification agreements with its
directors and officers and enters into insurance agreements on its own behalf.
The indemnification agreements provide that the Company agrees to hold harmless
and indemnify its directors and officers to the fullest extent authorized or
permitted by the Business Corporation Act of the State of New Jersey, or any
other applicable law, or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification that is adopted after the date
hereof. Without limiting the generality of the foregoing, the Company agrees to
hold harmless and indemnify its directors and officers to the fullest extent
permitted by applicable law against any and all expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by its directors and
officers in connection with the defense of any present or future threatened,
pending or completed claim, action, suit or proceeding by reason of the fact
that they were, are, shall be or shall have been a director or officer of the
Company, or are or were serving, shall serve or shall have served, at the
request of the Company, as director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

                                       5
6
ITEM 8.        EXHIBITS
EXHIBIT
NUMBER                        DESCRIPTION                                                METHOD OF FILING
------                        -----------                                                ----------------
4(a)    --  Restated Certificate of Incorporation of the          Incorporated by reference to Form
             registrant (September 1, 2000)                        10-Q Quarterly Report for the period ended September 30, 2000

 4(b)    --  By-Laws of the registrant (as amended effective       Incorporated by reference to Form
             February 25, 1997)                                    10-Q Quarterly Report for the period ended March 31, 1997

   5     --  Opinion and Consent of Celia A. Colbert, Vice         Filed with this Registration Statement
             President, Secretary & Assistant General Counsel
             of registrant

  23     --  Consent of Arthur Andersen LLP                        Included at Page 12 of this Registration Statement

  24     --  Certified Resolution of Board of Directors and        Filed with this Registration Statement
             Power of Attorney
6
7
ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

1.       (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2.       That, for purposes of determining any liability under the Securities
         Act of 1933, each filing of the registrant's annual report pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
         where applicable, each filing of an employee benefit plan's annual
         report pursuant to Section 15(d) of the Securities Exchange Act of
         1934) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for

                                       7
8
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       8
9
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
issuer certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the Town of Whitehouse Station and the State of New Jersey on the
8th day of March, 2001.

                                             MERCK & CO., INC.

                                        By:                *
                                             -------------------------------
                                             Raymond V. Gilmartin
                                             Chairman of the Board, President
                                             & Chief Executive Officer

                                        By:  /s/ Celia A. Colbert
                                             -------------------------------
                                             Celia A. Colbert
                                             Vice President, Secretary &
                                             Assistant General Counsel
                                             (Attorney-in-Fact)

------------------
*    Celia A. Colbert, by signing her name hereto, does hereby sign this
     document pursuant to powers of attorney duly executed by the person named,
     filed with the Securities and Exchange Commission as an exhibit to this
     document, on behalf of such person on the date stated.

                                       9
10
             Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURES                                             TITLE                                             DATE
           ----------                                             -----                                             ----
*
-------------------------------
Raymond V. Gilmartin                         Chairman of the Board, President & Chief Executive                  March 8, 2001
                                             Officer; Principal Executive Officer; Director

            *
-------------------------------
Judy C. Lewent                               Senior Vice President & Chief Financial Officer;                    March 8, 2001
                                             Principal Financial Officer

            *
-------------------------------
Richard C. Henriques, Jr.                    Vice President, Controller; Principal Accounting                    March 8, 2001
                                             Officer

            *
-------------------------------
H. Brewster Atwater, Jr.                                          Director                                       March 8, 2001

            *
-------------------------------
Lawrence A. Bossidy                                               Director                                       March 8, 2001

            *
-------------------------------
William G. Bowen                                                  Director                                       March 8, 2001

            *
-------------------------------
Johnnetta B. Cole                                                 Director                                       March 8, 2001

            *
-------------------------------
Lloyd C. Elam                                                     Director                                       March 8, 2001

-------------------------------
Niall FitzGerald                                                  Director
------------------
*    Celia A. Colbert, by signing her name hereto, does hereby sign this
     document pursuant to powers of attorney duly executed by the persons named,
     filed with the Securities and Exchange Commission as an exhibit to this
     document, on behalf of such persons, all in the capacities and on the date
     stated, such persons including a majority of the directors of the Company.

                                       10
11
-------------------------------
William B. Harrison, Jr.                     Director

            *
-------------------------------
William N. Kelley                            Director                           March 8, 2001

            *
-------------------------------
Heidi G. Miller                              Director                           March 8, 2001

            *
-------------------------------
Edward M. Scolnick                           Director                           March 8, 2001

            *
-------------------------------
Anne M. Tatlock                              Director                           March 8, 2001

            *
-------------------------------
Samuel O. Thier                              Director                           March 8, 2001

            *
-------------------------------
Dennis Weatherstone                          Director                           March 8, 2001
------------------
*    Celia A. Colbert, by signing her name hereto, does hereby sign this
     document pursuant to powers of attorney duly executed by the persons named,
     filed with the Securities and Exchange Commission as an exhibit to this
     document, on behalf of such persons, all in the capacities and on the date
     stated, such persons including a majority of the directors of the Company.

                                             By:  /s/ Celia A. Colbert
                                                  ----------------------------
                                                  Celia A. Colbert
                                                  Vice President, Secretary &
                                                  Assistant General Counsel
                                                  (Attorney-in-Fact)

                                       11
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                                                                      EXHIBIT 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

            As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated January 26, 2000 included in and incorporated by reference in Merck & Co.,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
as amended by Form 10-K/A dated June 27, 2000, and to all references to our firm
included in or made a part of this Registration Statement.

                                                             ARTHUR ANDERSEN LLP

New York, New York
March 8, 2001

                                       12
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                                  EXHIBIT INDEX
EXHIBIT
NUMBER                           DESCRIPTION                                                METHOD OF FILING
------                           -----------                                                ----------------
4(a)     --   Restated Certificate of Incorporation of the          Incorporated by reference to Form
               registrant (September 1, 2000)                        10-Q Quarterly Report for the period ended September 30, 2000

 4(b)     --   By-Laws of the registrant (as amended effective       Incorporated by reference to Form
               February 25, 1997)                                    10-Q Quarterly Report for the period ended March 31, 1997

   5      --   Opinion and Consent of Celia A. Colbert, Vice         Filed with this Registration Statement
               President, Secretary & Assistant General Counsel of
               registrant

  23      --   Consent of Arthur Andersen LLP                        Included at Page 12 of this Registration Statement

  24      --   Certified Resolution of Board of Directors and        Filed with this Registration Statement
               Power of Attorney
13