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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
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                       AMENDMENT NO. 1 TO
                         SCHEDULE 14D-1
       Tender Offer Statement Pursuant to Section 14(d)(1)
             of the Securities Exchange Act of 1934
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                         Systemed, Inc.
                    (Name of Subject Company)
                       S Acquisition Corp.
                  a wholly owned subsidiary of
                 Merck-Medco Managed Care, Inc.
           and an indirect wholly owned subsidiary of
                        Merck & Co., Inc.
                            (Bidders)
                 Common Stock, $0.001 Par Value
                 (Title of Class of Securities)
                            871 8531
              (CUSIP Number of Class of Securities)
                      Bert Weinstein, Esq.
                        100 Summit Avenue
                   Montvale, New Jersey 07645
                         (201) 358-5400
                       ------------------
   (Name, address and telephone number of person authorized to
    receive notices and communications on behalf of bidders)
                           Copies to:
                     Gary Cooperstein, Esq.
            Fried, Frank, Harris, Shriver & Jacobson
                       One New York Plaza
                New York, New York  10004 - 1980
                         (212) 859-8128
                                
                                
                                
  The  Schedule  14D-1 filed by S Acquisition Corp.,  a  Delaware
corporation  (the  "Offeror"), and a wholly owned  subsidiary  of
Merck-Medco  Managed Care, Inc., a Delaware corporation,  and  an
indirect  wholly  owned subsidiary of Merck & Co.,  Inc.,  a  New
Jersey  corporation, in connection with its pending tender  offer
for  all outstanding shares of common stock, par value $0.001 per
share  (the  "Shares"), of Systemed, Inc., a Delaware corporation
(the "Company"), is hereby amended as follows:

               ITEM 10.   ADDITIONAL INFORMATION.
                                
  The Offeror hereby deletes the first two sentences of Section
2 of the Offer to Purchase and inserts the following in lieu
thereof:

             Upon the terms and subject to the
          conditions of the Offer (including, if the
          Offer is extended or amended, the terms and
          conditions of any such extension or
          amendment), the Offeror will accept for
          payment, and will pay for, all Shares validly
          tendered prior to the Expiration Date and not
          heretofore withdrawn in accordance with
          Section 4 promptly after the later to occur
          of (a) the Expiration Date and (b) the
          satisfaction or waiver of the conditions
          related to regulatory approvals referred to
          in sub-clause (ii) of the first paragraph of
          Section 15 and sub-clause (f) of Section 15.
          Subject to the applicable rules of the
          Commission, the Offeror expressly reserves
          the right to delay acceptance for payment of,
          or payment for, Shares pending receipt of any
          such regulatory approvals specified in
          Section 15.  See Sections 1 and 15.  The
          Offeror understands that, in accordance with
          the applicable rules of the Commission, any
          delay in accepting Shares regardless of cause
          may not exceed an "unreasonable length of
          time."  Accordingly, if it appears at the
          time that the Offer is scheduled to expire
          that any regulatory approvals specified in
          Section 15 hereof are not likely to be
          obtained within a reasonable length of time
          thereafter, the Offeror will either (i)
          extend the Offer or (ii) terminate the Offer.
          
     The Offeror hereby deletes the references to 11:59
p.m. contained on the front cover of the Offer to
Purchase and in the second sentence of the first
paragraph and the second sentence of the third
paragraph, in each case, of Section 1 of the Offer to
Purchase, and inserts in lieu thereof 12:00 midnight.
In addition, all other references to 11:59 p.m.
contained in the Offer to Purchase and the Letter of
Transmittal shall be deemed amended to read 12:00
midnight.

     The Offeror hereby amends Section 15 to provide
that the Offeror cannot assert any of the conditions
set forth in Section 15 (other than those related to
regulatory approvals) after the Expiration Date.
          
                            SIGNATURE
                                
  After  due inquiry and to the best of its knowledge and belief,
each  of the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Dated:  July 1, 1996
                                S ACQUISITION CORP.
                                
                                
                                By:       /s/  Bert I. Weinstein
                                     ------------------------
                                     Name:   Bert I. Weinstein
                                     Title:  Vice President
                                
                                MERCK-MEDCO MANAGED CARE, INC.
                                
                                By:       /s/  Bert I. Weinstein
                                     ------------------------
                                     Name:   Bert I. Weinstein
                                     Title:  Senior Vice President and Co-
                                             General Counsel
                                
                                MERCK & CO., INC.
                                
                                By:        /s/  Mary M. McDonald
                                     ------------------------
                                     Name:  Mary M. McDonald
                                     Title:  Senior Vice President and General
                                     Counsel