8-K

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                    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): March 31, 1998



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


          Delaware                      1-1011                   05-0494040
- ----------------------------     ------------------------    -------------------
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)



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


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



       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


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               ITEM 5. Other Events.

               On March 31, 1998, CVS Corporation, a Delaware corporation
("CVS"), completed its acquisition of Arbor Drugs, Inc., a Michigan
corporation ("Arbor"), through the merger of Red Acquisition, Inc. ("Red"), a
Michigan corporation and a wholly-owned subsidiary of CVS, with Arbor pursuant
to 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 and Red.

               On March 31, 1998, CVS issued the press release attached hereto
as Exhibit 99.1 announcing, among other things, the consummation of the
merger.  The information contained in the press release is incorporated herein
by reference.

               ITEM 7(c).  Exhibits.

               Exhibit 99.1 Press Release dated March 31, 1998.



                                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


Dated: April 3, 1998          By: /s/ Charles Conaway
                              -------------------------------------
                              Name:  Charles Conaway
                              Title: Chief Financial Officer


                             INDEX TO EXHIBITS


                                                               Sequential
Exhibit No.                     Description                     Page No.
- -----------                 -------------------                ----------

Exhibit 99.1        Press Release dated March 31, 1998.

EX-99.1

Investor Contact:                            Media Contact:
Nancy Christal                               Fred McGrail
Vice President                               Director
Investor Relations                           Corporate Communications
(914) 722-4704                               (401)765-1500, ext. 4630


                                             For Immediate Release
                                             ---------------------

                 CVS COMPLETES ARBOR ACQUISITION CREATING
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                 THE NATION'S LARGEST CHAIN DRUG RETAILER
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WOONSOCKET, RI, March 31, 1998 -- CVS Corporation (NYSE:CVS) today announced
that it has completed its acquisition of Arbor Drugs, Inc. (NASDAQ:ARBR).

The transaction, which joins together CVS, a leading national chain drug
retailer, with Arbor, the most highly regarded regional chain, establishes the
combined enterprise as the nation's top chain drug retailer based on store
count and prescriptions dispensed.  The combined company will have 1998
revenues exceeding $15 billion, 4,100 stores in 25 states and the District of
Columbia, and will dispense approximately 12% of all retail prescriptions in
the U.S.

As a result of the transaction, CVS plans to expand its new store program in
1998 to include the opening of 320 new and relocated stores, up from the 300
stores previously planned.  Over the longer term, CVS expects to open an
additional 150-200 stores in the Michigan market.

"We are very pleased to have completed the Arbor acquisition in such a smooth
and rapid manner," said Tom Ryan, President and CEO of CVS/Pharmacy.  "This
transaction unites two growth-oriented companies with highly compatible
operating philosophies.  We both share a commitment to excellence and a clear
focus on serving our customers.

"We are excited about bringing the outstanding Arbor organization into the CVS
family," continued Mr. Ryan.  "We look forward to further enhancing the
performance of the combined enterprise, which should lead to stronger long-term
growth and increased value for our shareholders."

On February 9th, CVS and Arbor jointly announced a definitive agreement that
provided for CVS to acquire Arbor in a stock transaction valued at
approximately $1.48 billion.  For each Arbor share exchanged in the merger,
Arbor shareholders will receive 0.3182 shares of CVS common stock.

Arbor, formerly the nation's eighth-largest drug store chain, operates 208
locations, predominantly in southeastern Michigan.  Fiscal 1997 sales reached
approximately $960 million.

CVS, with annual sales of $12.7 billion in 1997, is the leading drug store
chain in the Northeast, Mid-Atlantic, Southeast and Midwest.  As of March 28,
1998, CVS operated 3,856 stores in 24 states and the District of Columbia.

General information about CVS, including corporate background and press
releases, is available through CVS' web site at http://www.CVS.com.

This press release contains certain forward-looking statements that are
subject to risks and uncertainties.  The potential risks and uncertainties
that could cause actual results to differ materially from those expressed in
the forward-looking statements are discussed in the Company's Securities and
Exchange Commission filings.


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