8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 19, 2007

CVS CORPORATION

(Exact Name of Registrant

as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-01011	050494040
(Commission File Number)	(IRS Employer Identification No.)
One CVS Drive
Woonsocket, Rhode Island	02895
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (401) 765-1500

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events

      Item 8.01 Other Events

           This Current Report on form 8-K is filed to file the opinion of Davis Polk & Wardwell and the opinion of King & Spalding LLP, in each case, as an exhibit to the Registration Statement (No. 333-139470) on Form S-4 relating to the proposed merger of Caremark Rx, Inc. with and into Twain MergerSub L.L.C., a Delaware limited liability corporation and wholly owned subsidiary of CVS Corporation.

Section 9 - Financial Statements and Exhibits

      Item 9.01 Financial Statements and Exhibits

Exhibit No.	Document
Exhibit 8.1	Opinion of Davis Polk & Wardwell regarding material federal income tax consequences relating to the merger, as described in the Joint Proxy Statement/Prospectus included in Registration Statement (No. 333-139470) on Form S-4.
Exhibit 8.2	Opinion of King & Spalding LLP regarding material federal income tax consequences relating to the merger, as described in the Joint Proxy Statement/Prospectus included in Registration Statement (No. 333-139470) on Form S-4.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CVS CORPORATION
Date:	January 19, 2007	By:	/s/ Douglas A. Sgarro
			Name:	Douglas A. Sgarro
			Title:	Executive Vice President and
				Chief Legal Officer

EXHIBIT INDEX
Exhibit No.	Document
Exhibit 8.1	Opinion of Davis Polk & Wardwell regarding material federal income tax consequences relating to the merger, as described in the Joint Proxy Statement/Prospectus included in Registration Statement (No. 333-139470) on Form S-4.
Exhibit 8.2	Opinion of King & Spalding LLP regarding material federal income tax consequences relating to the merger, as described in the Joint Proxy Statement/Prospectus included in Registration Statement (No. 333-139470) on Form S-4.

EX-8.1

EXHIBIT 8.1

DAVIS POLK & WARDWELL
1300 I STREET, N.W. WASHINGTON, D.C. 20005 ________ 1600 EL CAMINO REAL MENLO PARK, CA 94025 ________ 99 GRESHAM STREET LONDON EC2V 7NG ________ 15, AVENUE MATIGNON 75008 PARIS	450 LEXINGTON AVENUE NEW YORK, N.Y. 10017 212 450 4000 FAX 212 450 3800	MESSETURM 60308 FRANKFURT AM MAIN ________ MARQUÉS DE LA ENSENADA, 2 28004 MADRID ESPAÑA ________ 1-6-1 ROPPONGI MINATO-KU, TOKYO 106-6033 ________ 3A CHATER ROAD HONG KONG

January 19, 2007

Re: CVS/Caremark Merger

CVS Corporation

One CVS Drive

Woonsocket, RI 02895

Ladies and Gentlemen:

     We have acted as counsel for CVS Corporation (the “Company”), a Delaware corporation, in connection with the Agreement and Plan of Merger, dated as of November 1, 2006 and as amended by Amendment No. 1 dated as of January 16, 2007 (as amended and including the exhibits and schedules thereto, the “Merger Agreement”), among Caremark RX, Inc. (“Caremark ”), a Delaware corporation, Twain MergerSub Corp., a Delaware corporation (“Merger Sub”) and a direct and wholly-owned subsidiary of the Company that, in accordance with the Merger Agreement, will be converted into a limited liability company prior to the Effective Time, and the Company. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will be converted into a Delaware limited liability company and Caremark will be merged with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of the Company on the terms and conditions set forth therein (the “Merger ”).

     This opinion is being delivered in connection with the Registration Statement on Form S-4 (Registration No. 333-139470) (the “Registration Statement”), which includes the Joint Proxy Statement and Prospectus (the “Joint Proxy Statement”), filed by the Company with the Securities and Exchange Commission (“SEC ”) under the Securities Act of 1933, as amended (the “Act ”), relating to the proposed Merger. For the purposes of this opinion, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement and the Joint Proxy Statement.

     In preparing this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates, representations and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below. In the course of our review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the due execution, delivery, enforceability and authorization of all such documents, the conformity to original documents of all documents submitted to us as photostatic copies and the authenticity of originals of such documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing. Any alteration or incorrectness of any matter on which we have relied could adversely affect our opinion.

CVS Corporation 2 January 19, 2007

     In rendering such opinion, we have also assumed, with your permission, that (i) the Merger will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement, the Registration Statement and the Joint Proxy Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the representations made by the Company and Caremark in their respective letters to us dated January 17, 2007 (the “Representation Letters”) are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, and (iv) any representation made in the Merger Agreement or the Representation Letters “to the knowledge of”, or based on the belief of the Company or Caremark are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement.

     Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, it is our opinion that (i) the consummation of the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code ”), and (ii) the material federal income tax consequences of the Merger to holders of Caremark common stock and CVS common stock will be as described in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Special Cash Dividend and the Merger,” subject to the qualifications and limitations set forth therein.

     Our opinion is based upon the Code, the Treasury Regulations thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof. No assurance can be given that any of the foregoing authorities will not be modified, revoked, supplemented or overruled, with possibly retroactive effect. Our opinion is limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. Our opinion is rendered only as of the date hereof. We assume no obligation to advise you of changes of law that occur after the date hereof, or of any facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion set forth herein.

     We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. We also consent to the references to our name under the headings “Material Federal Income Tax Consequences of the Special Cash Dividend and the Merger” in the Joint Proxy Statement. In giving this consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the SEC thereunder.

CVS Corporation 3 January 19, 2007

Very truly yours,

/s/ Davis Polk & Wardwell

EX-8.2

Exhibit 8.2

	King & Spalding LLP
	1180 Peachtree Street N.E.
	Atlanta, Georgia 30309-3521
	www.kslaw.com

January 19, 2007

Caremark Rx, Inc.

211 Commerce Street

Suite 800

Nashville, TN 37201

Ladies and Gentlemen:

     We have acted as counsel to Caremark Rx, Inc., a Delaware corporation (“Caremark”), in connection with the Agreement and Plan of Merger dated as of November 1, 2006, as amended by Amendment No. 1 dated as of January 16, 2007 (as amended, the “Merger Agreement”), among Caremark, CVS Corporation, a Delaware corporation (“CVS”), and Twain MergerSub Corp., a Delaware corporation and a wholly owned subsidiary of CVS (“MergerSub”), pursuant to which MergerSub will be converted into a Delaware limited liability company and Caremark will be merged with and into MergerSub with MergerSub as the surviving entity (the “Merger”) on the terms and conditions set forth therein.

     For the purposes of this letter, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

INFORMATION RELIED UPON

     In rendering our opinion, we have examined such documents as we have deemed appropriate, including (i) the Merger Agreement, (ii) the Registration Statement on Form S-4 (the “Registration Statement”) filed by CVS with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Merger, and (iii) the representation letters of Caremark and CVS delivered to us for purposes of this opinion (the “Representation Letters”), containing representations about factual matters relating to the Merger. In addition, we have examined, and have relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents, and other instruments and have made other such inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

Caremark Rx, Inc.

January 19, 2007

Page 2

     We have assumed, with your permission, that (i) the Merger will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are accurate and complete and will remain accurate and complete at all times up to and including the Effective Time, (iii) the factual representations made by Caremark and CVS in the Representation Letters are and will remain accurate and complete at all times up to and including the Effective Time, and (iv) any factual representations made in the Merger Agreement or the Representation Letters “to the best knowledge of,” or based on the belief of, Caremark or CVS or similarly qualified are accurate and complete and will remain accurate and complete at all times up to and including the Effective Time, in each case without such qualification. We also have assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement.

OPINION

     It is our opinion that (i) for U.S. federal income tax purposes, the Merger will constitute a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code, and (ii) the material federal income tax consequences of the Merger to holders of Caremark common stock and CVS common stock will be as described in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Special Cash Dividend and the Merger,” subject to the qualifications and limitations set forth therein.

     Our opinion is based upon existing statutory, regulatory, and judicial authority, any of which may be changed at any time with retroactive effect. In addition, our opinion is based solely on the documents that we have examined, the additional information that we have obtained, and the statements of fact set out herein that we have assumed, with your consent, to be accurate and complete. Our opinion cannot be relied upon if any of the facts contained in such documents or in any such additional information is, or later becomes, inaccurate or if any of the assumed facts set out herein is, or later becomes, inaccurate. Finally, our opinion is limited to the tax matters specifically covered thereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Merger.

     We understand that this opinion will appear as Exhibit 8.2 to the Registration Statement. We hereby consent to such use of our opinion. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ King & Spalding LLP