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)      December 9, 2002
                                                 -------------------------

                              MERCK & CO., Inc.
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            (Exact Name of Registrant as Specified in Its Charter)

                                  New Jersey
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                (State or Other Jurisdiction of Incorporation)

            1-3305                                         22-1109110
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   (Commission File Number)                 (I.R.S. Employer Identification No.)

One Merck Drive, PO Box 100, Whitehouse Station, NJ         08889-0100
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   (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code         (908) 423-1000
                                                     -------------------------










Item 7. Financial Statements and Exhibits
- -----------------------------------------

     (c)  Exhibits
          --------
     Exhibit 99       Press release issued December 9, 2002        Filed with
                      by Medco Health Solutions, Inc., a           this document
                      wholly-owned subsidiary of the Registrant


Item 9. Regulation FD Disclosure
- --------------------------------

Incorporated by reference is a press release issued by Medco Health Solutions,
Inc., a wholly-owned subsidiary of the Registrant on December 9, 2002, attached
as Exhibit 99. This information is not "filed" pursuant to the Securities
Exchange Act and is not incorporated by reference into any Securities Act
registration statements. Additionally, the submission of this report on Form
8-K is not an admission as to the materiality of any information in this report
that is required to be disclosed solely by Regulation FD.






                                  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.




                                              MERCK & CO., Inc.




Date:  December 9, 2002                       By: /s/ Debra A. Bollwage
                                                 --------------------------
                                                 DEBRA A. BOLLWAGE
                                                 Assistant Secretary















                                EXHIBIT INDEX
                                -------------


Exhibit
Number                     Description
- -------                    -----------

 99                        Press release issued December 9, 2002
                           by Medco Health Solutions, Inc., a
                           wholly-owned subsidiary of the Registrant

EX-99

[MEDCOHEALTH LOGO]

                                                                   Exhibit 99


NEWS RELEASE

- -------------------------------------------------------------------------------
Contact: Jeffrey Simek
         201-269-6400
         jeffrey_simek@medcohealth.com

                     MEDCO HEALTH PROPOSES SETTLEMENT OF
                       ERISA-RELATED CLASS ACTION CASES

FRANKLIN LAKES, N.J., DEC. 9, 2002 - Medco Health Solutions, Inc., the nation's
leading provider of prescription healthcare services, has agreed to settle a
series of ERISA-related class-action lawsuits, the company announced today.

Under the terms of the proposed settlement, which requires the approval of the
U.S. District Court for the Southern District of New York, plaintiffs will
release various legal claims against Medco Health and Merck & Co., Inc. -
without any admission of liability by either company - in return for financial
compensation to eligible members of the settlement class. That class includes
ERISA plans for which Medco Health has administered a pharmacy benefit at any
time since Dec. 17, 1994.

"Our primary responsibility is to provide high-quality prescription healthcare
services to our 65 million members nationwide. Although we are prepared to
proceed with this litigation - and expect that we would prevail -- this proposed
settlement enables our employees to remain focused on service to our clients and
members, and averts the potential distractions of a protracted lawsuit," said
Richard T. Clark, president, chairman and CEO, Medco Health, a wholly owned and
independently managed subsidiary of Merck & Co., Inc. (NYSE: MRK). "This is a
pragmatic resolution in the best interest of all parties."

The settlement, agreed to by plaintiffs in five of the six initial lawsuits
filed against Medco Health, was presented today to U.S. District Court Judge
Charles Brieant and filed with the court. Medco Health clients and class members
affected by the proposed settlement are not required to take any immediate
action. If the settlement receives preliminary approval, they will receive
further instructions on how they could participate in the settlement or, if they
choose, opt out of the settlement. The court will also hold a hearing and
consider objections to the settlement. Final resolution of the legal matter is
expected to take several months.






In addition to cash compensation of $42.5 million, under the proposed settlement
Medco Health has voluntarily agreed to modify or continue certain business
processes that are designed to ensure clients have an even greater understanding
of, and realize maximum value for, their investment in pharmacy healthcare
services.

The practices include, among other items, keeping clients regularly updated on
changes to standard formularies and providing notice when generic equivalents
to branded pharmaceuticals become available on the market. They also include
affirmatively notifying clients of new proposed therapeutic interchanges when
they involve an interchange of a lower-cost drug to a higher-cost drug on an
AWP basis. In these situations, Medco Health will provide clients with
information on the AWP of each drug and cost of each drug after ingredient cost
discounts and formulary rebates. Clients will have the opportunity to decline
participation in that particular interchange.

 "We are optimistic that the court will approve this settlement plan and look
forward to the final disposition of these cases," said Clark.

Upon final approval, the settlement would resolve nearly all pending and
potential litigation by plans against Medco Health and Merck based on ERISA and
similar claims, for events occurring up to the date of the settlement. Only
those claims by plans that affirmatively opt out of the settlement would
survive.

The class-action lawsuits challenged Medco Health's position under ERISA, the
Employee Retirement Income Security Act.

Under ERISA, those with responsibility for overseeing certain benefit plans -
such as retirement plans and health insurance plans - are known as
"fiduciaries," who are obligated to ensure that decisions are made in the best
interest of the plans and plan members. Medco Health has contractual and
indirect relationships with many plan fiduciaries or plan sponsors. However,
Medco Health believes that it is not a fiduciary under ERISA as the plaintiffs
asserted, and this settlement does not change that position. Medco Health has
always maintained that the plaintiffs' claims were without merit.


ABOUT MEDCO HEALTH

Medco Health Solutions, Inc., (www.medcohealth.com) is the nation's leading
provider of prescription healthcare services, based on the $29 billion in drug
spend the company managed for its clients in 2001.  Formerly known as
Merck-Medco, Medco Health is a wholly owned and independently managed
subsidiary of Merck & Co., Inc., and assists its clients to moderate the cost
and enhance the quality of prescription drug benefits provided to 65 million
Americans nationwide.

This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. No
forward-looking statement can be





guaranteed, and actual results may differ materially from those projected. We
undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or otherwise.
Forward-looking statements in this document should be evaluated together with
the many uncertainties that affect our businesses, particularly those mentioned
in the cautionary statements in Item 1 of Merck & Co., Inc.'s Form 10-K for the
year ended Dec. 31, 2001, and in its periodic reports on Form 10-Q and Form 8-K
(if any) which are incorporated by reference.


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