POWER OF ATTORNEY

            Know all by these presents, that the undersigned hereby constitutes and appoints each of Sara J.
Finley, in her capacity as Corporate Secretary of Caremark Rx, Inc. (the "Company"), and Denise
Ceule Sommer, in her capacity as Assistant Corporate Secretary of the Company, signing singly, the
undersigned's true and lawful attorney-in-fact to:

(1)        execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of the Company, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any
forms or reports the undersigned may be requested to file in connection with the
undersigned's ownership, acquisition or disposition of securities of the Company;

(2)        do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file
such form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)        take any other action of any type whatsoever in connection with the foregoing which, in
the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's reasonable discretion.

            The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

            This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

            IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 16th day of April, 2004.



	          /s/ David W. Golding