EXHIBIT 99.2


                          NOTICE OF GUARANTEED DELIVERY

                                  FOR TENDER OF

                        3 7/8% NOTES DUE NOVEMBER 1, 2007
                                       OF
                                 CVS CORPORATION

          This Notice of Guaranteed Delivery or one substantially equivalent
     hereto must be used to accept the Exchange Offer (as defined below) if (i)
     certificates for the Company's (as defined below) 3 7/8% Notes due November
     1, 2007 (the "Old Notes") are not immediately available, (ii) Old Notes,
     the Letter of Transmittal and any other documents required by the Letter of
     Transmittal cannot be delivered to The Bank of New York (the "Exchange
     Agent") on or prior to the Expiration Date (as defined in the Prospectus
     referred to below) or (iii) the procedures for book-entry transfer cannot
     be completed on a timely basis. This Notice of Guaranteed Delivery may be
     delivered by hand or sent by facsimile transmission, overnight courier, or
     mail to the Exchange Agent. See "The Exchange Offer - Guaranteed Delivery
     Procedures" in the Prospectus dated        , 2003 (which, together with the
     related Letter of Transmittal, constitutes the "Exchange Offer") of CVS
     Corporation, a Delaware corporation (the "Company").

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                              THE BANK OF NEW YORK



BY HAND OR OVERNIGHT DELIVERY:             Facsimile Transmissions:     BY REGISTERED OR CERTIFIED MAIL:
                                           (Eligible Institutions Only)
                                                                  
The Bank of New York, Exchange Agent                                    The Bank of New York, Exchange Agent
        101 Barclay Street                   (212) 815-6339                     Re-Organization Unit
           Floor 7 East                                                          101 Barclay Street
      New York New York 10286                                                       Floor 7 East
       Attn: William Buckley             To Confirm by Telephone              New York New York 10286
                                         or for Information Call:               Attn: William Buckley

                                              (212) 815-5788




     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL.

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                    THE FOLLOWING GUARANTEE MUST BE COMPLETED

                              GUARANTEE OF DELIVERY

                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)


     The undersigned, a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the certificates for all
physically tendered Old Notes, in proper form for transfer, or confirmation of
the book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with any other
documents required by the Letter of Transmittal, within three New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.

     The undersigned acknowledges that it must deliver the Old Notes tendered
hereby to the Exchange Agent within the time period set forth above and that
failure to do so could result in a financial loss to the undersigned.

Name of Firm:________________________    ________________________________
                                         (Authorized Signature)

Address:_____________________________    Title:__________________________
_____________________________________    Name:__________________________
                           (Zip Code)         (Please type or print)

Area Code and Telephone Number:          Date:_____________________
_____________________________________

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.

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