EXHIBIT 24

                               POWER OF ATTORNEY
                               -----------------

        Each of the undersigned does hereby appoint CELIA A. COLBERT, MARY M.
McDONALD and KENNETH C. FRAZIER and each of them, severally, his/her true and
lawful attorney or attorneys to execute on behalf of the undersigned (whether on
behalf of the Company, or as an officer or director thereof, or by attesting the
seal of the Company, or otherwise) the Form l0-K Annual Report of Merck & Co.,
Inc. for the fiscal year ended December 3l, l996 under the Securities Exchange
Act of l934, including amendments thereto and all exhibits and other documents
in connection therewith.

        IN WITNESS WHEREOF, this instrument has been duly executed as of the
25th day of February, l997.

                                      MERCK & CO., Inc.


                                      By /s/ Raymond V. Gilmartin
                                         ---------------------------------
                                         Raymond V. Gilmartin
                                         (Chairman of the Board, President
                                         and Chief Executive Officer)


  /s/ Raymond V. Gilmartin    Chairman of the Board, President
- ----------------------------                                  
    Raymond V. Gilmartin      and Chief Executive Officer
                              (Principal Executive Officer; Director)

  /s/ Judy C. Lewent          Senior Vice President and Chief Financial Officer
- ----------------------------                                                   
    Judy C. Lewent            (Principal Financial Officer)

  /s/ Peter E. Nugent         Vice President, Controller
- ----------------------------                            
    Peter E. Nugent           (Principal Accounting Officer)


                                   DIRECTORS


  /s/ H. Brewster Atwater, Jr.          /s/ Lloyd C. Elam
- --------------------------------      --------------------------------
    H. Brewster Atwater, Jr.               Lloyd C. Elam

  /s/ Derek Birkin                      /s/ Charles E. Exley, Jr.
- --------------------------------      --------------------------------
    Derek Birkin                           Charles E. Exley, Jr.

  /s/ Lawrence A. Bossidy               /s/ William N. Kelley
- --------------------------------      --------------------------------
    Lawrence A. Bossidy                    William N. Kelley

  /s/ William G. Bowen                  /s/ Edward M. Scolnick
- --------------------------------      --------------------------------
    William G. Bowen                       Edward M. Scolnick

  /s/ Johnnetta B. Cole                 /s/ Samuel O. Thier
- --------------------------------      --------------------------------
    Johnnetta B. Cole                      Samuel O. Thier

 
                                                                      EXHIBIT 24

          I, Nancy V. Van Allen, Assistant Secretary of MERCK & CO., Inc., a
Corporation duly organized and existing under the laws of the State of New
Jersey, do hereby certify that the following is a true copy of a resolution
adopted at a meeting of the Directors of said Corporation held in New York City,
New York, on February 25, l997, duly called in accordance with the provisions of
the By-Laws of said Corporation, and at which a quorum of Directors was present:

     "Special Resolution No. 4 - 1997
      -------------------------------

         RESOLVED, that the proposed form of Form l0-K Annual Report of the
Company for the fiscal year ended December 3l, l996 presented to this meeting is
hereby approved with such changes as the proper officers of the Company, with
the advice of counsel, deem appropriate; and
 
         RESOLVED, that each officer and director who may be required to execute
the aforesaid Form l0-K Annual Report or any amendments thereto (whether on
behalf of the Company or as an officer or director thereof, or by attesting the
seal of the Company, or otherwise) is hereby authorized to execute a power of
attorney appointing Celia A. Colbert, Mary M. McDonald and Kenneth C. Frazier
and each of them, severally, his/her true and lawful attorney or attorneys to
execute in his/her name, place and stead (in any such capacity) such Form l0-K
Annual Report and any and all amendments thereto and any and all exhibits and
other documents necessary or incidental in connection therewith and to file the
same with the Securities and Exchange Commission, each of said attorneys to have
power to act with or without the others, and to have full power and authority to
do and perform in the name and on behalf of each of said officers and directors,
or both, as the case may be, every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as any such
officer or director might or could do in person."

         IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed
the seal of the Corporation this 17th day of March, l997.


 [Corporate Seal]                       /s/ Nancy V. Van Allen
                                        -----------------------
                                          Assistant Secretary