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): February 8, 1999

                              CVS CORPORATION
          (exact name of registrant as specified in its charter)

        DELAWARE                1-1011                    05-0494040
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)


                               One CVS Drive
                      Woonsocket, Rhode Island 02895

       (Address of principal executive offices, including zip code)

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

                              NOT APPLICABLE
       (Former Name or Former Address, if changed since last report)

Item 7. Financial Statements and Exhibits

c.    Exhibits

      99.1  Press release dated February 8, 1999


                                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: February 8, 1999         By  /s/ Philip C. Galbo
                                   -------------------------------------
                                   Philip C. Galbo
                                   Senior Vice President and Treasurer

EX-99.1

Exhibit 99.1


Investor Contact: Nancy Christal          Media Contact: Fred McGrail
                  CVS Corporation                        CVS/pharmacy
                  914-722-4704                           401-765-1500 x 4630

    CVS CORPORATION ANNOUNCES PRICING OF $300 MILLION PRIVATE PLACEMENT

               WOONSOCKET, RI, February 8, 1999 -- CVS Corporation (NYSE:CVS)
announced today that it privately placed $300 million of 5.50% notes due 2004,
with an original issue price of 99.632%.   Closing on the private placement is
expected to occur on or about February 11, 1999.  The proceeds from the sale
of the notes will be used to repay outstanding short-term commercial paper.

               The notes have not been registered under the Securities Act and
may not be sold absent registration or an applicable exemption from
registration requirements.