

                                                                 EXHIBIT 99(d)


                             [Form of Proxy Card]



                               REVCO D.S., INC.


          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
      FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 1997


      The undersigned hereby appoints D.  Dwayne Hoven, Jack A.  Staph and
Brian P.  Carney, each of them with full power of substitution, as proxies
of the undersigned, and hereby authorizes such member or members to
represent and to vote all shares of common stock, par value $.01 per share,
of Revco held of record by the undersigned as of the close of business on
April 14, 1997, at the Special Meeting of stockholders of Revco to be held
on May 28, 1997, and at any adjournments or postponements thereof, upon all
subjects that may properly come before the meeting including matters
described in the Joint Proxy Statement/Prospectus furnished herewith.  The
undersigned hereby revokes any previous proxies with respect to matters
covered by this Proxy.


      This Proxy, when properly executed, will be voted in the manner marked
herein by the undersigned stockholder.  THE BOARD RECOMMENDS A VOTE FOR THE
PROPOSALS.  TO VOTE IN ACCORDANCE WITH THE BOARD'S RECOMMENDATIONS, JUST SIGN
AND RETURN THIS PROXY; NO BOXES NEED TO BE CHECKED.

      Your vote is important.  Failure to sign and return this Proxy, or
attend the Special Meeting and vote by ballot, will have the same effect as a
vote against the merger.

                                                              SEE REVERSE SIDE
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        The Board of Directors of Revco recommends a vote FOR:

1.  Approval and Adoption of the Agreement and Plan of Merger dated as
    of February 6, 1997, as amended, among Revco, CVS Corporation, a
    Delaware corporation ("CVS"), and North Acquisition Corp., a
    Delaware corporation and wholly-owned subsidiary of CVS. The
    Merger Agreement is attached to the accompanying Joint Proxy
    Statement/Prospectus as Annex A.

    FOR [ ]            AGAINST [ ]           ABSTAIN [ ]

2.  Approval of any proposal to adjourn or postpone the meeting.

    FOR [ ]            AGAINST [ ]           ABSTAIN [ ]

3.  In the discretion of the proxies, to vote upon such other business
    as may properly come before the meeting, including any adjournment
    or postponement thereof.

    FOR [ ]            AGAINST [ ]           ABSTAIN [ ]




                                     ________________________________________
                                     (Date)

                                     ________________________________________
                                     (Signature)

                                     ________________________________________
                                     (Title)

                                     ________________________________________
                                     (Signature, if held jointly)

                                     When shares are held by joint tenants,
                                     both should sign.  When signing as
                                     attorney, executor, administrator,
                                     trustee, guardian, corporate officer
                                     or partner, please give full title as
                                     such.  If a corporation, please sign
                                     in corporate name by president or
                                     other authorized officer.  If a
                                     partnership, please sign in
                                     partnership name by authorized person.
                                     This Proxy votes all shares held in
                                     all capacities.


                   PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY



                       CONFIDENTIAL VOTING INSTRUCTIONS


           TO:  THE NORTHERN TRUST COMPANY, TRUSTEE (THE "TRUSTEE")
           FOR THE REVCO D.S., INC. 401(K) SAVINGS PLAN (THE "PLAN")


      I, the undersigned, as a Participant in the Plan hereby instruct the
Trustee to vote (in person or by proxy) all shares of common stock, par value
$.01 per share, of Revco D.S., Inc. ("Revco") allocated to my account under
the Plan ("Allocated Shares"), as well as a portion of those unallocated
shares held in the Plan ("Unallocated Shares") on the record date for the
Special Meeting of stockholders of Revco to be held on May 28, 1997.

      If you request to vote your unallocated shares differently than your
allocated shares, please indicate your vote on the lines below:

-------------------------------------------------------------------------
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      These instructions, when properly executed, are voted in the manner
directed herein by the undersigned stockholder.  IF NO DIRECTION IS MADE,
THESE INSTRUCTIONS WILL BE VOTED FOR THE PROPOSALS.


                                                             SEE REVERSE SIDE
-----------------------------------------------------------------------------

                  The Board of Directors of Revco recommends a vote FOR:

          1.      Approval and Adoption of the Agreement and Plan of Merger
                  dated as of February 6, 1997 (the "Merger Agreement"), as
                  amended, among Revco, CVS Corporation, a Delaware
                  corporation ("CVS"), and North Acquisition Corp., a Delaware
                  corporation and wholly-owned subsidiary of CVS. The Merger
                  Agreement is attached to the accompanying Proxy Statement as
                  Annex A.

          FOR [ ]            AGAINST [ ]           ABSTAIN [ ]

          2.      Approval of any proposal to adjourn or postpone the meeting.

          FOR [ ]            AGAINST [ ]           ABSTAIN [ ]

          3.      In the discretion of the proxies, to vote upon such other
                  business as may properly come before the meeting, including
                  any adjournment or postponement thereof.

          FOR [ ]            AGAINST [ ]           ABSTAIN [ ]

                                       ________________________________________
                                       (Date)

                                       ________________________________________
                                       (Signature)



             PLEASE MARK, SIGN, DATE AND RETURN THESE INSTRUCTIONS
                    PROMPTLY USING THE ENCLOSED ENVELOPE.

        THE TRUSTEE WILL NOT VOTE ANY SHARES ALLOCATED TO YOUR ACCOUNT
                FOR WHICH TIMELY INSTRUCTIONS ARE NOT RECEIVED.


