8-K

UNITED STATES
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): September 9, 2004

CVS CORPORATION
(Exact name of registrant
as specified in its charter)

	DELAWARE
	(State or Other Jurisdiction of Incorporation)
001-01011		050494040
(Commission File Number)		(I.R.S. Employer Identification No.)
One CVS Drive
Woonsocket, Rhode Island		02895
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (401) 765-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01     Other Events

     On September 9, 2004, CVS Corporation announced the pricing of $1.2 billion private placement of unsecured 5 & 10-year senior notes . A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Exhibits

Exhibit 99.1 Press Release Dated September 9, 2004

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.

		CVS CORPORATION
Date:	September 9, 2004	By:	/s/ David B. Rickard
			Name:	David B. Rickard
			Title:	Executive Vice President, Chief Financial Officer and Chief Administrative Officer

EX-99.1

			Exhibit 99.1
Investor Contact:	Nancy Christal	Media Contact:	Eileen Howard Dunn
	Vice President		Vice President
	Investor Relations		Corporate Communications
	(914) 722-4704		(401) 770-4561

CVS CORPORATION ANNOUNCES PRICING OF $1.2 BILLION PRIVATE
PLACEMENT OF UNSECURED 5 & 10-YEAR SENIOR NOTES

WOONSOCKET, R.I. - September 9, 2004 - CVS Corporation (NYSE: CVS) announced today that it privately placed $650 million aggregate principal amount of 4.00% unsecured senior notes due 2009 with an original issue price of 99.735% and $550 million aggregate principal amount of 4.875% unsecured senior notes due 2014 with an original issue price of 99.142% The notes will be general unsecured obligations of CVS Corporation and will rank equally in right of payment with all other unsecured and unsubordinated debt of the Company. The offering is expected to close on or about September 14, 2004. The Company intends to use the net proceeds of the offering to repay commercial paper issued to finance the acquisition of approximately 1,260 Eckerd drugstores, as well as Eckerd Health Services, which includes Eckerd's pharmacy benefits management and mail order businesses, from J.C. Penney Company Inc.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities. The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act.