As filed with the Securities and Exchange Commission on April 3, 1998.
                                                      Registration No.
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             _____________________

                                CVS CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)


Delaware                                             05-0494040
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation)                                       Identification Number)

                                 One CVS Drive
                        Woonsocket, Rhode Island 02895
         (Address, Including Zip Code, of Principal Executive Offices)
                             _____________________


                   ARBOR DRUGS, INC. 1996 STOCK OPTION PLAN
           ARBOR DRUGS, INC. AMENDED AND RESTATED STOCK OPTION PLAN
                           (Full Title of the Plans)
                             ______________________

                              Charles C. Conaway
             Executive Vice President and Chief Financial Officer
                                CVS Corporation
                                 One CVS Drive
                             Woonsocket, RI 02895
                                (401) 765-1500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
                             ____________________

                       CALCULATION OF REGISTRATION FEE
==============================================================================
                                     Proposed       Proposed
Title of                             Maximum        Maximum
Security           Amount            Offering       Aggregate     Amount of
To Be              To Be             Price Per      Offering      Registration
Registered         Registered(1)     Share (2)      Price (2)     Fee
______________________________________________________________________________

Common Stock       2,657,668         $28.44         $75,584,078   $22,298
($0.01 par value)  Shares
______________________________________________________________________________
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) The 2,657,668 shares are issuable under the Arbor Drugs, Inc. 1996
    Stock Option Plan and the Arbor Drugs, Inc. Amended and Restated Stock
    Option Plan. The proposed maximum aggregate offering price is based upon the
    weighted average exercise price of the outstanding options.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents By Reference

               CVS Corporation ("CVS") hereby incorporates, or will be deemed
to have incorporated, herein by reference the following documents:

               (1) The CVS Annual Report on Form 10-K for the fiscal year ended
      December 31, 1997;

               (2) The CVS Proxy Statement filed under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), on April 1,
      1998;

               (3) All other reports filed by CVS pursuant to Section 13(a) or
      15(d) of the Exchange Act, since December 31, 1996;

               (4) The description of the CVS Common Stock contained in the CVS
      Registration Statement on Form 8-B filed under the Exchange Act on
      November 5, 1996; and

               (5) All documents filed by CVS pursuant to Sections 13(a),
      13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
      Registration Statement and prior to the filing of a post-effective
      amendment which indicates that all securities offered herein have been
      sold or which deregisters all securities then remaining unsold.

Item 6.  Indemnification of Officers And Directors

               Exculpation.  Section 102(b)(7) of the Delaware General
Corporation Law (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director for any
breach of the director's duty of loyalty to the corporation or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for the payment of
unlawful dividends, or for any transaction from which the director derived an
improper personal benefit.

               The CVS Certificate of Incorporation limits the personal
liability of a director to CVS and its stockholders for monetary damages for a
breach of fiduciary duty as a director to the fullest extent permitted by law.

               Indemnification.  Section 145 of the Delaware Law permits a
corporation to indemnify any of its directors or officers who was or is a
party, or is threatened to be made a party to any third party proceeding by
reason of the fact that such person is or was a director or officer of the
corporation, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, 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 corporation, and, with respect to any
criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful.  In a derivative action, i.e., one by or in the right of
a corporation, the corporation is permitted to indemnify directors and
officers against expenses (including attorneys' fees) actually and reasonably
incurred by them in connection with the defense or settlement of an action or
suit if they acted in good faith and in a manner that they reasonably believed
to be in or not opposed to the best interests of the corporation, except that
no indemnification shall be made if such person shall have been adjudged
liable to the corporation, unless and only to the extent that the court in
which the action or suit was brought shall determine upon application that the
defendant directors or officers are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

               The CVS Certificate of Incorporation provides for
indemnification of directors and officers of CVS against liability they may
incur in their capacities as such to the fullest extent permitted under the
Delaware Law.

               Insurance.  CVS has in effect Directors and Officers Liability
Insurance with a limit of $100,000,000 and  pension trust liability insurance
with a limit of $50,000,000.  The Directors and Officers Liability Insurance
was purchased in layers from National Union Fire Insurance Company of
Pittsburgh, Pennsylvania; Federal Insurance Company of Warren, New Jersey;
Royal Indemnity Company of Charlotte, North Carolina; Continental Casualty
Insurance Company of Chicago, Illinois; St. Paul Mercury Insurance Company of
St. Paul, Minnesota; and Reliance Insurance Company of Philadelphia,
Pennsylvania.  The pension trust liability insurance was purchased in layers
from Federal Insurance Company and National Union Fire Insurance Company.  The
pension trust liability insurance covers actions of directors and officers as
well as other employees with fiduciary responsibilities under ERISA.

               Arbor Directors and Officers.  The Agreement and Plan of Merger
dated as of February 8, 1998, as amended as of March 2, 1998 (the "Merger
Agreement"), among CVS, Arbor Drugs, Inc. ("Arbor"), and Red Acquisition, Inc.,
a wholly-owned subsidiary of CVS, provides that after the Effective Time (as
defined in the Merger Agreement), CVS will cause Arbor to indemnify (including
the payment of reasonable fees and expenses of legal counsel) each person who
was a director or officer of Arbor at or prior to the date of the Merger
Agreement to the fullest extent permitted by law for damages and liabilities
arising out of facts and circumstances occurring at or prior to the Effective
Time.  The Merger Agreement also provides that, for a period of six years
after the Effective Time, CVS will maintain Arbor's existing policies of
directors' and officers' liability insurance as in effect on February 8, 1998
(provided that CVS may substitute policies with reputable and financially
sound carriers having at least the same coverage and amounts and containing
terms and conditions that are no less advantageous to the covered persons)
with respect to facts or circumstances occurring at or prior to the Effective
Time; provided that if the aggregate annual premium for such insurance during
such six-year period exceeds 200% of the aggregate annual premium paid by
Arbor as of February 8, 1998 for such insurance, then CVS will cause Arbor to
provide the most advantageous directors' and officers' insurance coverage then
available for an annual premium equal to such 200% of such aggregate annual
premium in effect as of February 8, 1998.  Pursuant to this requirement of the
Merger Agreement, CVS has purchased, effective through April 1, 2004,
Executive Liability and Indemnification Insurance with a limit of $10,000,000
and Outside Directorship Liability Insurance with a limit of $5,000,000.  The
insurance was purchased from Federal Insurance Company.

Item 8.  Exhibits

               Exhibit
               Number      Description
               -------     -----------

               5           Opinion of Davis Polk & Wardwell regarding the
                           validity of the securities being registered.

               23.1        Consent of KPMG Peat Marwick LLP.

               23.2        Consent of Davis Polk & Wardwell (included in the
                           opinion filed as Exhibit 5 to this Registration
                           Statement).

               24          Powers of Attorney.

Item 9.  Undertakings

               (a) The undersigned registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales
               are being made, a post-effective amendment to this registration
               statement:

                           (i) To include any prospectus required by section
                     10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or
                     events arising after the effective date of the
                     registration statement (or the most recent post-effective
                     amendment thereof) which, individually or in the
                     aggregate, represent a fundamental change in the
                     information set forth in the registration statement.
                     Notwithstanding the foregoing, any increase or decrease in
                     volume of securities offered (if the total dollar value of
                     securities offered would not exceed that which was
                     registered) and any deviation from the low or high and of
                     the estimated maximum offering range may be reflected in
                     the form of prospectus filed with the Commission pursuant
                     to Rule 424(b) if, in the aggregate, the changes in volume
                     and price represent no more than a 20 percent change in
                     the maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the effective
                     registration statement;

                           (iii) 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;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

                     (2) 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.

                     (3) 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.

               (b) The undersigned registrant hereby undertakes 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 Section
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.

               (c) 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 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,
thereunto duly authorized, in the City of Woonsocket, State of Rhode Island,
on April 3, 1998.




                                                   CVS CORPORATION
                                                   (Registrant)

Date: April 3, 1998                                By:  /s/ Charles C. Conaway
                                                      -------------------------
                                                   Charles C. Conaway
                                                   Executive Vice President and
                                                   Chief Financial Officer

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.

<TABLE>

      Signature                                           Title                              Date
      ---------                                           -----                              ----
<S>                                      <C>                                             <C>

          *                              Chairman of the Board, Chief Executive          April 3, 1998
------------------------------           Officer and Director (Principal Executive
(Stanley P. Goldstein)                   Officer)

   /s/ Charles C. Conaway                Executive Vice President and Chief              April 3, 1998
------------------------------           Financial Officer (Principal Financial and
(Charles C. Conaway)                     Accounting Officer)

          *                              Director                                        April 3, 1998
 ------------------------------
(Eugene Applebaum)

          *                              Director                                        April 3, 1998
------------------------------
(Allan J. Bloostein)

          *                              Director                                        April 3, 1998
------------------------------
(W. Don Cornwell)

          *                              Director                                        April 3, 1998
------------------------------
(Thomas P. Gerrity)

          *                              Director                                        April 3, 1998
------------------------------
(William H. Joyce)

          *                              Director                                        April 3, 1998
------------------------------
(Terry R. Lautenbach)

          *                              Director                                        April 3, 1998
------------------------------
(Terrence Murray)

          *                              Director                                        April 3, 1998
------------------------------
(Sheli Rosenberg)

          *                              Vice Chairman of the Board, Chief               April 3, 1998
------------------------------           Operating Officer and Director
(Thomas M. Ryan)

          *                              Director                                        April 3, 1998
------------------------------
(Ivan G. Seidenberg)

          *                              Director                                        April 3, 1998
------------------------------
(Patricia Carry Stewart)

          *                              Director                                        April 3, 1998
------------------------------
(Thomas Thorsen)

          *                              Director                                        April 3, 1998
------------------------------
(M. Cabell Woodward, Jr.)

   /s/ Charles C. Conaway                                                                April 3, 1998
------------------------------
(Charles C. Conaway)
Attorney-in-Fact
</TABLE>

* An asterisk denotes execution by Charles C. Conaway as Attorney-in-Fact.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19737}]
{"company-data": {"conformed-name": "CVS CORP", "cik": "0000064803", "assigned-sic": "5912", "irs-number": "050494040", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49407", "film-number": "98587627"}, "business-address": {"street1": "ONE CVS DR.", "city": "WOONSOCKET", "state": "RI", "zip": "02895-", "phone": "(401)-765-1500"}, "mail-address": {"street1": "ONE CVS DR.", "city": "WOONSOCKET", "state": "RI", "zip": "02895-"}, "former-company": [{"former-conformed-name": "MELVILLE CORP", "date-changed": "19920703"}, {"former-conformed-name": "MELVILLE SHOE CORP", "date-changed": "19760630"}]}
As filed with the Securities and Exchange Commission on April 3, 1998.
                                                      Registration No.
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             _____________________

                                CVS CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

Delaware                                             05-0494040
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation)                                       Identification Number)

                                 One CVS Drive
                        Woonsocket, Rhode Island 02895
         (Address, Including Zip Code, of Principal Executive Offices)
                             _____________________

                   ARBOR DRUGS, INC. 1996 STOCK OPTION PLAN
           ARBOR DRUGS, INC. AMENDED AND RESTATED STOCK OPTION PLAN
                           (Full Title of the Plans)
                             ______________________

                              Charles C. Conaway
             Executive Vice President and Chief Financial Officer
                                CVS Corporation
                                 One CVS Drive
                             Woonsocket, RI 02895
                                (401) 765-1500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
                             ____________________

                       CALCULATION OF REGISTRATION FEE
==============================================================================
                                     Proposed       Proposed
Title of                             Maximum        Maximum
Security           Amount            Offering       Aggregate     Amount of
To Be              To Be             Price Per      Offering      Registration
Registered         Registered(1)     Share (2)      Price (2)     Fee
______________________________________________________________________________

Common Stock       2,657,668         $28.44         $75,584,078   $22,298
($0.01 par value)  Shares
______________________________________________________________________________
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) The 2,657,668 shares are issuable under the Arbor Drugs, Inc. 1996
    Stock Option Plan and the Arbor Drugs, Inc. Amended and Restated Stock
    Option Plan. The proposed maximum aggregate offering price is based upon the
    weighted average exercise price of the outstanding options.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

               CVS Corporation ("CVS") hereby incorporates, or will be deemed
to have incorporated, herein by reference the following documents:

               (1) The CVS Annual Report on Form 10-K for the fiscal year ended
      December 31, 1997;

               (2) The CVS Proxy Statement filed under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), on April 1,
      1998;

               (3) All other reports filed by CVS pursuant to Section 13(a) or
      15(d) of the Exchange Act, since December 31, 1996;

               (4) The description of the CVS Common Stock contained in the CVS
      Registration Statement on Form 8-B filed under the Exchange Act on
      November 5, 1996; and

               (5) All documents filed by CVS pursuant to Sections 13(a),
      13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
      Registration Statement and prior to the filing of a post-effective
      amendment which indicates that all securities offered herein have been
      sold or which deregisters all securities then remaining unsold.

Item 6.  Indemnification of Officers And Directors

               Exculpation.  Section 102(b)(7) of the Delaware General
Corporation Law (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director for any
breach of the director's duty of loyalty to the corporation or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for the payment of
unlawful dividends, or for any transaction from which the director derived an
improper personal benefit.

               The CVS Certificate of Incorporation limits the personal
liability of a director to CVS and its stockholders for monetary damages for a
breach of fiduciary duty as a director to the fullest extent permitted by law.

               Indemnification.  Section 145 of the Delaware Law permits a
corporation to indemnify any of its directors or officers who was or is a
party, or is threatened to be made a party to any third party proceeding by
reason of the fact that such person is or was a director or officer of the
corporation, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, 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 corporation, and, with respect to any
criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful.  In a derivative action, i.e., one by or in the right of
a corporation, the corporation is permitted to indemnify directors and
officers against expenses (including attorneys' fees) actually and reasonably
incurred by them in connection with the defense or settlement of an action or
suit if they acted in good faith and in a manner that they reasonably believed
to be in or not opposed to the best interests of the corporation, except that
no indemnification shall be made if such person shall have been adjudged
liable to the corporation, unless and only to the extent that the court in
which the action or suit was brought shall determine upon application that the
defendant directors or officers are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

               The CVS Certificate of Incorporation provides for
indemnification of directors and officers of CVS against liability they may
incur in their capacities as such to the fullest extent permitted under the
Delaware Law.

               Insurance.  CVS has in effect Directors and Officers Liability
Insurance with a limit of $100,000,000 and  pension trust liability insurance
with a limit of $50,000,000.  The Directors and Officers Liability Insurance
was purchased in layers from National Union Fire Insurance Company of
Pittsburgh, Pennsylvania; Federal Insurance Company of Warren, New Jersey;
Royal Indemnity Company of Charlotte, North Carolina; Continental Casualty
Insurance Company of Chicago, Illinois; St. Paul Mercury Insurance Company of
St. Paul, Minnesota; and Reliance Insurance Company of Philadelphia,
Pennsylvania.  The pension trust liability insurance was purchased in layers
from Federal Insurance Company and National Union Fire Insurance Company.  The
pension trust liability insurance covers actions of directors and officers as
well as other employees with fiduciary responsibilities under ERISA.

               Arbor Directors and Officers.  The Agreement and Plan of Merger
dated as of February 8, 1998, as amended as of March 2, 1998 (the "Merger
Agreement"), among CVS, Arbor Drugs, Inc. ("Arbor"), and Red Acquisition, Inc.,
a wholly-owned subsidiary of CVS, provides that after the Effective Time (as
defined in the Merger Agreement), CVS will cause Arbor to indemnify (including
the payment of reasonable fees and expenses of legal counsel) each person who
was a director or officer of Arbor at or prior to the date of the Merger
Agreement to the fullest extent permitted by law for damages and liabilities
arising out of facts and circumstances occurring at or prior to the Effective
Time.  The Merger Agreement also provides that, for a period of six years
after the Effective Time, CVS will maintain Arbor's existing policies of
directors' and officers' liability insurance as in effect on February 8, 1998
(provided that CVS may substitute policies with reputable and financially
sound carriers having at least the same coverage and amounts and containing
terms and conditions that are no less advantageous to the covered persons)
with respect to facts or circumstances occurring at or prior to the Effective
Time; provided that if the aggregate annual premium for such insurance during
such six-year period exceeds 200% of the aggregate annual premium paid by
Arbor as of February 8, 1998 for such insurance, then CVS will cause Arbor to
provide the most advantageous directors' and officers' insurance coverage then
available for an annual premium equal to such 200% of such aggregate annual
premium in effect as of February 8, 1998.  Pursuant to this requirement of the
Merger Agreement, CVS has purchased, effective through April 1, 2004,
Executive Liability and Indemnification Insurance with a limit of $10,000,000
and Outside Directorship Liability Insurance with a limit of $5,000,000.  The
insurance was purchased from Federal Insurance Company.

Item 8.  Exhibits

               Exhibit
               Number      Description
               -------     -----------

               5           Opinion of Davis Polk & Wardwell regarding the
                           validity of the securities being registered.

               23.1        Consent of KPMG Peat Marwick LLP.

               23.2        Consent of Davis Polk & Wardwell (included in the
                           opinion filed as Exhibit 5 to this Registration
                           Statement).

               24          Powers of Attorney.

Item 9.  Undertakings

               (a) The undersigned registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales
               are being made, a post-effective amendment to this registration
               statement:

                           (i) To include any prospectus required by section
                     10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or
                     events arising after the effective date of the
                     registration statement (or the most recent post-effective
                     amendment thereof) which, individually or in the
                     aggregate, represent a fundamental change in the
                     information set forth in the registration statement.
                     Notwithstanding the foregoing, any increase or decrease in
                     volume of securities offered (if the total dollar value of
                     securities offered would not exceed that which was
                     registered) and any deviation from the low or high and of
                     the estimated maximum offering range may be reflected in
                     the form of prospectus filed with the Commission pursuant
                     to Rule 424(b) if, in the aggregate, the changes in volume
                     and price represent no more than a 20 percent change in
                     the maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the effective
                     registration statement;

                           (iii) 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;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

                     (2) 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.

                     (3) 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.

               (b) The undersigned registrant hereby undertakes 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 Section
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.

               (c) 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 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,
thereunto duly authorized, in the City of Woonsocket, State of Rhode Island,
on April 3, 1998.

                                                   CVS CORPORATION
                                                   (Registrant)

Date: April 3, 1998                                By:  /s/ Charles C. Conaway
                                                      -------------------------
                                                   Charles C. Conaway
                                                   Executive Vice President and
                                                   Chief Financial Officer

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.

      Signature                                           Title                              Date
      ---------                                           -----                              ----
*                              Chairman of the Board, Chief Executive          April 3, 1998
------------------------------           Officer and Director (Principal Executive
(Stanley P. Goldstein)                   Officer)

   /s/ Charles C. Conaway                Executive Vice President and Chief              April 3, 1998
------------------------------           Financial Officer (Principal Financial and
(Charles C. Conaway)                     Accounting Officer)

          *                              Director                                        April 3, 1998
 ------------------------------
(Eugene Applebaum)

          *                              Director                                        April 3, 1998
------------------------------
(Allan J. Bloostein)

          *                              Director                                        April 3, 1998
------------------------------
(W. Don Cornwell)

          *                              Director                                        April 3, 1998
------------------------------
(Thomas P. Gerrity)

          *                              Director                                        April 3, 1998
------------------------------
(William H. Joyce)

          *                              Director                                        April 3, 1998
------------------------------
(Terry R. Lautenbach)

          *                              Director                                        April 3, 1998
------------------------------
(Terrence Murray)

          *                              Director                                        April 3, 1998
------------------------------
(Sheli Rosenberg)

          *                              Vice Chairman of the Board, Chief               April 3, 1998
------------------------------           Operating Officer and Director
(Thomas M. Ryan)

          *                              Director                                        April 3, 1998
------------------------------
(Ivan G. Seidenberg)

          *                              Director                                        April 3, 1998
------------------------------
(Patricia Carry Stewart)

          *                              Director                                        April 3, 1998
------------------------------
(Thomas Thorsen)

          *                              Director                                        April 3, 1998
------------------------------
(M. Cabell Woodward, Jr.)

   /s/ Charles C. Conaway                                                                April 3, 1998
------------------------------
(Charles C. Conaway)
Attorney-in-Fact
* An asterisk denotes execution by Charles C. Conaway as Attorney-in-Fact.