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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




For the Quarterly Period Ended                            Commission File Number
April 1, 2000                                                          001-01011


                                CVS CORPORATION
                               ------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


       DELAWARE                                           05-0494040
       --------                                           ----------
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)



                  ONE CVS DRIVE, WOONSOCKET, RHODE ISLAND 02895
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                            Telephone: (401) 765-1500




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes     X     No
      -----        -----

       Common Stock, $0.01 par value, issued and outstanding at May 8, 2000:

                               390,182,560 shares

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EXPLANATORY NOTE:

The purpose of this Amendment is to correct an inadvertent error in the
Registrant's Financial Data Schedule for the three months ended April 1, 2000.


SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q/A to be signed on
its behalf by the undersigned thereunto duly authorized.

CVS Corporation
(REGISTRANT)


/s/ David B. Rickard
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David B. Rickard
Executive Vice President and Chief Financial Officer
May 18, 2000