As filed with the Securities and Exchange Commission on November 18, 1999.
                                                            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)

                                ----------------

                CVS CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
                     SOMA CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                ----------------

                               Charles C. Conaway
                      President and Chief Operating 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

<TABLE>

---------------------------------------------------------------------------------------------
                                            Proposed        Proposed
Title of                                    Maximum         Maximum
Security               Amount               Offering        Aggregate            Amount of
To Be                  To Be                Price Per       Offering             Registration
Registered             Registered(1)        Share           Price (2)            Fee
---------------------------------------------------------------------------------------------
<S>                    <C>                  <C>             <C>                  <C>
Common Stock           7,437,263            (2)             $254,728,178.97      $70,814.43
($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)  Of the total amount of shares to be registered, (i) 37,263 shares are
     issuable under the Soma Corporation 1998 Stock Option Plan (the "1998
     Shares") and (ii) 7,400,000 shares are issuable under the CVS Corporation
     1999 Employee Stock Purchase Plan (the "1999 Shares"). The proposed maximum
     aggregate offering price is estimated solely for the purpose of calculating
     the registration fee and is composed of the sum of (i) for the 1998 Shares,
     $353,178.97 (based upon the weighted average exercise price of the
     outstanding options) and (ii) for the 1999 Shares, $254,375,000 (based
     upon the average of the high and low sale prices of CVS common stock on the
     New York Stock Exchange on November 11, 1999).
</TABLE>

<PAGE>

                                     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/A for the fiscal year ended
December 31, 1998;

         (2) All other reports filed by CVS pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1998;

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

         (4) 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, as
amended (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 (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the unlawful payment of dividends or an
unlawful stock purchase or redemption, or (iv) for any transaction from which
the director derived an improper personal benefit.

     The CVS Certificate of Incorporation provides that a director of CVS shall
not be liable to CVS or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware Law.

     Indemnification. Section 145(a) 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.
Section 145(b) of the Delaware Law provides that, in a derivative action (i.e.,
one by or in the right of a corporation), the corporation is permitted to
indemnify


<PAGE>



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 Delaware Law.

     Insurance. Section 145(g) of the Delaware Law permits a corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability incurred by such director or officer in such
capacity or arising out of the director's or officer's status as such, whether
or not the corporation would have the power to indemnify the director or officer
against such liability under Section 145 of the Delaware Law.

     The CVS Certificate of Incorporation gives CVS the power to purchase and
maintain insurance in accordance with Section 145(g) of the Delaware Law.

     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 pension trust liability insurance covers the actions of
directors and officers as well as other employees with fiduciary
responsibilities under the Employee Retirement Income Security Act of 1974, as
amended. All of these insurance policies expire on June 30, 2001. CVS expects to
renew or replace the liability insurance coverage when such policies expire.

     Item 8.  Exhibits

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

     4.1       Amended and Restated Certificate of Incorporation of CVS
               (incorporated by reference to Exhibit 3.1 of CVS's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1996).

     4.1A      Certificate of Amendment to the Amended and Restated Certificate
               of Incorporation of CVS, effective May 13, 1998 (incorporated by
               reference to Exhibit 4.1A to CVS's Registration Statement No.
               333-52055 on Form S-3/A dated May 18, 1998).

     5         Opinion of Davis Polk & Wardwell dated as of November 18, 1999
               regarding the validity of the securities being registered, filed
               herewith.

     23.1      Consent of KPMG LLP dated as of November 16, 1999 filed herewith.

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


                                        2


<PAGE>



     24         Powers of Attorney, filed herewith.

     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, as amended (the "Securities Act");

             (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 end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Securities and Exchange Commission (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;

         (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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

                                        3


<PAGE>



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 Securities Act and will be governed by the final adjudication
of such issue.

                                        4


<PAGE>

                                   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 November 18,
1999.

                                            CVS CORPORATION
                                            (Registrant)



Date: November 18, 1999                     By: /s/ Charles C. Conaway
                                                --------------------------
                                            Charles C. Conaway
                                            President and
                                            Chief Operating 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        November 18, 1999
------------------------------   Officer and Director (Principal
(Thomas M. Ryan)                 Executive Officer)



              *                  Vice President and Controller (Principal      November 18, 1999
------------------------------   Accounting Officer)
(Larry D. Solberg)


              *                  Executive Vice President and Chief            November 18, 1999
------------------------------   Financial Officer (Principal Financial
(David B. Rickard)               Officer)


              *                  Director                                      November 18, 1999
------------------------------
(Eugene Applebaum)


              *                  Director                                      November 18, 1999
------------------------------
(Allan J. Bloostein)


              *                  Director                                      November 18, 1999
------------------------------
(W. Don Cornwell)


              *                  Director                                      November 18, 1999
------------------------------
(Thomas P. Gerrity)


              *                  Director                                      November 18, 1999
------------------------------
(Stanley P. Goldstein)

                                   5


<PAGE>



          Signature                            Title                                Date
          ---------                            -----                                ----


              *                  Director                                      November 18, 1999
------------------------------
(Marian L. Heard)


              *                  Director                                      November 18, 1999
------------------------------
(William H. Joyce)


              *                  Director                                      November 18, 1999
------------------------------
(Terry R. Lautenbach)


              *                  Director                                      November 18, 1999
------------------------------
(Terrence Murray)


              *                  Director                                      November 18, 1999
------------------------------
(Sheli Z. Rosenberg)


              *                  Director                                      November 18, 1999
------------------------------
(Ivan G. Seidenberg)


 /s/ Charles C. Conaway          President and Chief Operating Officer         November 18, 1999
------------------------------
(Charles C. Conaway)
Attorney-in-Fact

* An asterisk denotes execution by Charles C. Conaway as Attorney-in-Fact.
</TABLE>

                                        6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18271}]
{"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": "333-91253", "film-number": "99760693"}, "business-address": {"street1": "ONE CVS DR.", "city": "WOONSOCKET", "state": "RI", "zip": "02895-", "phone": "4017651500"}, "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 November 18, 1999.
                                                            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)

                                ----------------

                CVS CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
                     SOMA CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                ----------------

                               Charles C. Conaway
                      President and Chief Operating 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           Price (2)            Fee
---------------------------------------------------------------------------------------------
Common Stock           7,437,263            (2)             $254,728,178.97      $70,814.43
($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)  Of the total amount of shares to be registered, (i) 37,263 shares are
     issuable under the Soma Corporation 1998 Stock Option Plan (the "1998
     Shares") and (ii) 7,400,000 shares are issuable under the CVS Corporation
     1999 Employee Stock Purchase Plan (the "1999 Shares"). The proposed maximum
     aggregate offering price is estimated solely for the purpose of calculating
     the registration fee and is composed of the sum of (i) for the 1998 Shares,
     $353,178.97 (based upon the weighted average exercise price of the
     outstanding options) and (ii) for the 1999 Shares, $254,375,000 (based
     upon the average of the high and low sale prices of CVS common stock on the
     New York Stock Exchange on November 11, 1999).
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/A for the fiscal year ended
December 31, 1998;

         (2) All other reports filed by CVS pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1998;

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

         (4) 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, as
amended (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 (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the unlawful payment of dividends or an
unlawful stock purchase or redemption, or (iv) for any transaction from which
the director derived an improper personal benefit.

     The CVS Certificate of Incorporation provides that a director of CVS shall
not be liable to CVS or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware Law.

     Indemnification. Section 145(a) 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.
Section 145(b) of the Delaware Law provides that, 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 Delaware Law.

     Insurance. Section 145(g) of the Delaware Law permits a corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability incurred by such director or officer in such
capacity or arising out of the director's or officer's status as such, whether
or not the corporation would have the power to indemnify the director or officer
against such liability under Section 145 of the Delaware Law.

     The CVS Certificate of Incorporation gives CVS the power to purchase and
maintain insurance in accordance with Section 145(g) of the Delaware Law.

     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 pension trust liability insurance covers the actions of
directors and officers as well as other employees with fiduciary
responsibilities under the Employee Retirement Income Security Act of 1974, as
amended. All of these insurance policies expire on June 30, 2001. CVS expects to
renew or replace the liability insurance coverage when such policies expire.

     Item 8.  Exhibits

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

     4.1       Amended and Restated Certificate of Incorporation of CVS
               (incorporated by reference to Exhibit 3.1 of CVS's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1996).

     4.1A      Certificate of Amendment to the Amended and Restated Certificate
               of Incorporation of CVS, effective May 13, 1998 (incorporated by
               reference to Exhibit 4.1A to CVS's Registration Statement No.
               333-52055 on Form S-3/A dated May 18, 1998).

     5         Opinion of Davis Polk & Wardwell dated as of November 18, 1999
               regarding the validity of the securities being registered, filed
               herewith.

     23.1      Consent of KPMG LLP dated as of November 16, 1999 filed herewith.

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

                                        2
24         Powers of Attorney, filed herewith.

     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, as amended (the "Securities Act");

             (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 end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Securities and Exchange Commission (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;

         (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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

                                        3
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 Securities Act and will be governed by the final adjudication
of such issue.

                                        4
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 November 18,
1999.

                                            CVS CORPORATION
                                            (Registrant)

Date: November 18, 1999                     By: /s/ Charles C. Conaway
                                                --------------------------
                                            Charles C. Conaway
                                            President and
                                            Chief Operating 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        November 18, 1999
------------------------------   Officer and Director (Principal
(Thomas M. Ryan)                 Executive Officer)

              *                  Vice President and Controller (Principal      November 18, 1999
------------------------------   Accounting Officer)
(Larry D. Solberg)

              *                  Executive Vice President and Chief            November 18, 1999
------------------------------   Financial Officer (Principal Financial
(David B. Rickard)               Officer)

              *                  Director                                      November 18, 1999
------------------------------
(Eugene Applebaum)

              *                  Director                                      November 18, 1999
------------------------------
(Allan J. Bloostein)

              *                  Director                                      November 18, 1999
------------------------------
(W. Don Cornwell)

              *                  Director                                      November 18, 1999
------------------------------
(Thomas P. Gerrity)

              *                  Director                                      November 18, 1999
------------------------------
(Stanley P. Goldstein)

                                   5
Signature                            Title                                Date
          ---------                            -----                                ----

              *                  Director                                      November 18, 1999
------------------------------
(Marian L. Heard)

              *                  Director                                      November 18, 1999
------------------------------
(William H. Joyce)

              *                  Director                                      November 18, 1999
------------------------------
(Terry R. Lautenbach)

              *                  Director                                      November 18, 1999
------------------------------
(Terrence Murray)

              *                  Director                                      November 18, 1999
------------------------------
(Sheli Z. Rosenberg)

              *                  Director                                      November 18, 1999
------------------------------
(Ivan G. Seidenberg)

 /s/ Charles C. Conaway          President and Chief Operating Officer         November 18, 1999
------------------------------
(Charles C. Conaway)
Attorney-in-Fact

* An asterisk denotes execution by Charles C. Conaway as Attorney-in-Fact.
6