<PAGE>   1

     As filed with the Securities and Exchange Commission on March 14, 1997

                                                            Registration No. 33-

                       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 1000
                    WHITEHOUSE STATION, NEW JERSEY 08889-0100
                    (Address of Principal Executive Offices)

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

                        MERCK-MEDCO MANAGED CARE, L.L.C.
                        1997 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plans)

                                CELIA A. COLBERT
         Vice President, Secretary and Assistant General Counsel 
                                MERCK & CO., INC.
                                  P.O. Box 100
                    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           Proposed         Proposed      Amount of
     to be registered                   to be            maximum         maximum       registration
                                     registered*        offering        aggregate         fee
                                                          price          offering
                                                       per share**       price**

--------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>           <C>              <C>
   Common Stock (no Par Value)      800,000 shares        $92.875       $74,300,000      $22,516

--------------------------------------------------------------------------------------------------
</TABLE>

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

**    The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the high and
low market prices of the stock as reported on the composite tape of New York
Stock Exchange listed issues on March 7, 1997.

      In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<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 March 20, 1996 for the fiscal year ended
      December 31, 1995;

(b)   Quarterly Report on Form 10-Q filed on May 14, 1996 for the quarter ended
      March 31, 1996;

(c)   Form 10-K/A filed on June 24, 1996, amending the registrant's Annual
      Report on Form 10-K for the fiscal year ended December 31, 1995;

(d)   Quarterly Report on Form 10-Q filed on August 13, 1996 for the quarter
      ended June 30, 1996;

(e)   Quarterly Report on Form 10-Q filed on November 12, 1996 for the quarter
      ended September 30, 1996;

(f)   Current Report on Form 8-K filed on December 23, 1996;

(g)   Proxy Statement for the Annual Meeting of Stockholders held on April 23,
      1996; and

(h)   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


                                       2
<PAGE>   3
      ("Exchange Act"), and any amendment or report filed for the purpose of
      updating such description.

      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 Kenneth C. Frazier, Vice President and 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


                                       3
<PAGE>   4
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 shareholders, 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 shareholders, (b) were not in 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.


                                       4
<PAGE>   5
      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 disinterested


                                       5
<PAGE>   6
      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.


                                       6
<PAGE>   7
ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit      Description                         Method of Filing
-------      -----------                         ----------------
Number
------
<S>          <C>                                 <C>
4(a)         --Restated Certificate of           Incorporated by reference to
             Incorporation of the registrant     Form 10-K Annual Report for
             (May 6, 1992)                       the fiscal year ended
                                                 December 31, 1992

4(b)         --By-Laws of the registrant (as     Incorporated by reference to
             amended effective June 9, 1994)     Form 10-K Annual Report for
                                                 the fiscal year ended
                                                 December 31, 1994

5             --Opinion and Consent of Kenneth   Filed with this Registration
              C. Frazier, Vice President and     Statement
              Assistant General Counsel of
              registrant

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

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




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.


                                       7
<PAGE>   8
      (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 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


                                       8
<PAGE>   9
      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.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of 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 City of New York and the State of New York on the 25th day of
February, 1997.

                                                Merck & Co., Inc.

                                             By      *
                                               --------------------------
                                                Raymond V. Gilmartin
                                                (Chairman of the Board,
                                                President and Chief Executive
                                                Officer)

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


                                       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,     February 25, 1997
                              President and Chief
                              Executive Officer;
                              Principal Executive
                              Officer; Director

            *
------------------------
Judy C. Lewent                Senior Vice President and  February 25, 1997
                              Chief Financial Officer;
                              Principal Financial
                              Officer

            *
------------------------
Peter E. Nugent               Vice President,            February 25, 1997
                              Controller; Principal
                               Accounting Officer

            *
------------------------
H. Brewster Atwater, Jr.      Director                   February 25, 1997


            *
------------------------
Derek Birkin                  Director                   February 25, 1997


            *
------------------------
Lawrence A. Bossidy           Director                   February 25, 1997


            *                 Director                   February 25, 1997
------------------------
William G. Bowen


            *
------------------------
Johnnetta B. Cole             Director                   February 25, 1997

            *
------------------------
Lloyd C. Elam                 Director                   February 25, 1997
</TABLE>


                                       10
<PAGE>   11
<TABLE>
<CAPTION>

<S>                           <C>                        <C>
            *
------------------------
Charles E. Exley              Director                   February 25, 1997

            *
------------------------
William N. Kelley             Director                   February 25, 1997

            *
------------------------
Edward M. Scolnick            Director                   February 25, 1997

            *
------------------------
Samuel O. Thier               Director                   February 25, 1997
</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 and
                                                Assistant General Counsel)
                                                (Attorney-in-Fact)


                                       11
<PAGE>   12
                    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
23, 1996 included in and incorporated by reference in Merck & Co., Inc.'s Annual
Report on Form 10-K, for the fiscal year ended December 31, 1995, as amended by
Form 10-K/A dated June 24, 1996 and to all references to our Firm included in or
made a part of this Registration Statement.



                                             ARTHUR ANDERSEN LLP




New York, N.Y.

February 25, 1997


                                       12
<PAGE>   13
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
   EXHIBIT NUMBER             DESCRIPTION                METHOD OF FILING
--------------------------------------------------------------------------------
<S>                  <C>                           <C>
4(a)                 --Restated Certificate of     Incorporated by reference
                     Incorporation of the          to Form 10-K Annual Report
                     registrant (May 6, 1992)      for the fiscal year ended
                                                   December 31, 1992

4(b)                 --By-Laws of the registrant   Incorporated by reference
                     (as amended effective June    to Form 10-K Annual Report
                     9, 1994)                      for the fiscal year ended
                                                   December 31, 1994

5                    --Opinion and Consent of      Filed with this
                     Kenneth C. Frazier, Vice      Registration Statement
                     President and Assistant
                     General Counsel of registrant

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

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


                                       13
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1

     As filed with the Securities and Exchange Commission on March 14, 1997

                                                            Registration No. 33-

                       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 1000
                    WHITEHOUSE STATION, NEW JERSEY 08889-0100
                    (Address of Principal Executive Offices)

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

                        MERCK-MEDCO MANAGED CARE, L.L.C.
                        1997 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plans)

                                CELIA A. COLBERT
         Vice President, Secretary and Assistant General Counsel 
                                MERCK & CO., INC.
                                  P.O. Box 100
                    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           Proposed         Proposed      Amount of
     to be registered                   to be            maximum         maximum       registration
                                     registered*        offering        aggregate         fee
                                                          price          offering
                                                       per share**       price**

--------------------------------------------------------------------------------------------------
Common Stock (no Par Value)      800,000 shares        $92.875       $74,300,000      $22,516

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

**    The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the high and
low market prices of the stock as reported on the composite tape of New York
Stock Exchange listed issues on March 7, 1997.

      In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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 March 20, 1996 for the fiscal year ended
      December 31, 1995;

(b)   Quarterly Report on Form 10-Q filed on May 14, 1996 for the quarter ended
      March 31, 1996;

(c)   Form 10-K/A filed on June 24, 1996, amending the registrant's Annual
      Report on Form 10-K for the fiscal year ended December 31, 1995;

(d)   Quarterly Report on Form 10-Q filed on August 13, 1996 for the quarter
      ended June 30, 1996;

(e)   Quarterly Report on Form 10-Q filed on November 12, 1996 for the quarter
      ended September 30, 1996;

(f)   Current Report on Form 8-K filed on December 23, 1996;

(g)   Proxy Statement for the Annual Meeting of Stockholders held on April 23,
      1996; and

(h)   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

                                       2
3
      ("Exchange Act"), and any amendment or report filed for the purpose of
      updating such description.

      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 Kenneth C. Frazier, Vice President and 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

                                       3
4
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 shareholders, 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 shareholders, (b) were not in 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.

                                       4
5
      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 disinterested

                                       5
6
      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.

                                       6
7
ITEM 8. EXHIBITS
Exhibit      Description                         Method of Filing
-------      -----------                         ----------------
Number
------
4(a)         --Restated Certificate of           Incorporated by reference to
             Incorporation of the registrant     Form 10-K Annual Report for
             (May 6, 1992)                       the fiscal year ended
                                                 December 31, 1992

4(b)         --By-Laws of the registrant (as     Incorporated by reference to
             amended effective June 9, 1994)     Form 10-K Annual Report for
                                                 the fiscal year ended
                                                 December 31, 1994

5             --Opinion and Consent of Kenneth   Filed with this Registration
              C. Frazier, Vice President and     Statement
              Assistant General Counsel of
              registrant

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

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

                                       7
8
      (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 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

                                       8
9
      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.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of 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 City of New York and the State of New York on the 25th day of
February, 1997.

                                                Merck & Co., Inc.

                                             By      *
                                               --------------------------
                                                Raymond V. Gilmartin
                                                (Chairman of the Board,
                                                President and Chief Executive
                                                Officer)

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

                                       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,     February 25, 1997
                              President and Chief
                              Executive Officer;
                              Principal Executive
                              Officer; Director

            *
------------------------
Judy C. Lewent                Senior Vice President and  February 25, 1997
                              Chief Financial Officer;
                              Principal Financial
                              Officer

            *
------------------------
Peter E. Nugent               Vice President,            February 25, 1997
                              Controller; Principal
                               Accounting Officer

            *
------------------------
H. Brewster Atwater, Jr.      Director                   February 25, 1997

            *
------------------------
Derek Birkin                  Director                   February 25, 1997

            *
------------------------
Lawrence A. Bossidy           Director                   February 25, 1997

            *                 Director                   February 25, 1997
------------------------
William G. Bowen

            *
------------------------
Johnnetta B. Cole             Director                   February 25, 1997

            *
------------------------
Lloyd C. Elam                 Director                   February 25, 1997
10
11
*
------------------------
Charles E. Exley              Director                   February 25, 1997

            *
------------------------
William N. Kelley             Director                   February 25, 1997

            *
------------------------
Edward M. Scolnick            Director                   February 25, 1997

            *
------------------------
Samuel O. Thier               Director                   February 25, 1997
* 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 and
                                                Assistant General Counsel)
                                                (Attorney-in-Fact)

                                       11
12
                    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
23, 1996 included in and incorporated by reference in Merck & Co., Inc.'s Annual
Report on Form 10-K, for the fiscal year ended December 31, 1995, as amended by
Form 10-K/A dated June 24, 1996 and to all references to our Firm included in or
made a part of this Registration Statement.

                                             ARTHUR ANDERSEN LLP

New York, N.Y.

February 25, 1997

                                       12
13
                                  EXHIBIT INDEX
--------------------------------------------------------------------------------
   EXHIBIT NUMBER             DESCRIPTION                METHOD OF FILING
--------------------------------------------------------------------------------
4(a)                 --Restated Certificate of     Incorporated by reference
                     Incorporation of the          to Form 10-K Annual Report
                     registrant (May 6, 1992)      for the fiscal year ended
                                                   December 31, 1992

4(b)                 --By-Laws of the registrant   Incorporated by reference
                     (as amended effective June    to Form 10-K Annual Report
                     9, 1994)                      for the fiscal year ended
                                                   December 31, 1994

5                    --Opinion and Consent of      Filed with this
                     Kenneth C. Frazier, Vice      Registration Statement
                     President and Assistant
                     General Counsel of registrant

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

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