SC 14D1/A

=================================================================
                                
                                
                                
                                
                                
                                
                                
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                        -----------------
                       AMENDMENT NO. 2 TO
                         SCHEDULE 14D-1
       Tender Offer Statement Pursuant to Section 14(d)(1)
             of the Securities Exchange Act of 1934
                        -----------------
                         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"),  as heretofore amended, is  hereby  amended  as
follows:

               ITEM 10.   ADDITIONAL INFORMATION.
                                
  On July 10, 1996, Merck & Co., Inc. announced that it had
extended the Offer until 12:00 midnight, New York City Time, on
Friday, July 12, 1996, unless the Offer is further extended.  The
Offer was scheduled to expire at 12:00 midnight, New York City
time, on July 9, 1996.

          ITEM 11.   MATERIAL TO BE FILED AS EXHIBITS.
                                
  (a)(11) Press Release, dated July 10, 1996.

                            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 10, 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
                                

EX-11

             MERCK-MEDCO EXTENDS OFFER FOR SYSTEMED
                                
Montvale, NJ, July 10, 1996 - Merck-Medco Managed Care, Inc.,
announced today that it has extended to midnight, Eastern
Daylight Time, on July 12, 1996, the expiration of its tender
offer to purchase for $3.00 per share the outstanding shares of
Systemed, Inc. (NASDAQ: SYSM).

The tender offer was originally scheduled to expire at midnight,
Eastern Daylight Time, on Tuesday, July 9, 1996.  At the close of
business on July 9, 1996, approximately 18,950,407 shares had
been tendered and not withdrawn from the offer or were subject to
guaranteed delivery arrangements.

Merck-Medco Managed Care, Inc., a subsidiary of Merck & Co.,
Inc., (NYSE: MRK) is the nation's leading pharmacy benefit
management company, serving benefit plans of employers, unions,
Blue Cross groups, health maintenance organizations and insurance
companies that provide benefits to more that 47 million
Americans.