8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                   FORM 8-K/A
    
   
                                (AMENDMENT NO.1)
    
 
                                 CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
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       Date of Report (Date of earliest event reported):  Not applicable
 
                                CVS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                                          
           DELAWARE                         1-1011                        05-0494040
 (STATE OR OTHER JURISDICTION      (COMMISSION FILE NUMBER)      (IRS EMPLOYER IDENTIFICATION
       OF INCORPORATION)                                                     NO.)

                 1 CVS DRIVE
           WOONSOCKET, RHODE ISLAND                                02895
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)


 
                                 (401) 765-1500
              (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
 
   
     The report of Arthur Andersen LLP on the consolidated statements of income,
changes in stockholders' equity and cash flows of Revco D.S., Inc. and
Subsidiaries for the fiscal year ended June 3, 1995 included in Exhibit 99.1 of
CVS Corporation's Current Report on Form 8-K filed on July 17, 1997 was
inadvertently dated July 27, 1997 rather than July 27, 1995. The report of
Arthur Andersen LLP included herein is intended to replace the report discussed
above in its entirety.
    
 
ITEM 7.  FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS
 
     c.  Exhibits.
 
   
         99.1   Report of Independent Public Accountants.
    
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                                   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
 
                                          By: /s/ CHARLES C. CONAWAY
                                          --------------------------------------
                                          Name: Charles C. Conaway
                                          Title: Executive Vice President
                                                 and Chief Financial Officer
 
   
Dated: July 23, 1997
    

EX-99.1

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                                                                    EXHIBIT 99.1
    
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of Revco D.S., Inc.:
 
We have audited the accompanying consolidated statements of income, changes in
stockholders' equity and cash flows of Revco D.S., Inc. and Subsidiaries
(collectively the "Company") for the fiscal year ended June 3, 1995. These
consolidated financial statements and schedule referred to below (not presented
separately herein) are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audit.
 
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements (not presented separately herein)
referred to above present fairly, in all material respects, the results of
operations and cash flows of the Company for the fiscal year ended June 3, 1995
in conformity with generally accepted accounting principles.
 
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule accompanying
these consolidated financial statements is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
 
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
 
Cleveland, Ohio,
   
July 27, 1995.