



                                                          EXHIBIT 24

                               POWER OF ATTORNEY



               WHEREAS, CVS CORPORATION, a Delaware corporation ("CVS"),
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-8 relating to shares of CVS common stock (the "CVS Common
Stock") to be issued pursuant to the CVS 1997 Incentive Compensation Plan and
the following stock-based plans of Revco D.S. Inc.: the 1992 Long-Term
Incentive Plan, and the 1992 Non-Employee Directors' Stock Option Plan.

               NOW, THEREFORE, the undersigned hereby appoints Charles C.
Conaway and Thomas M. Ryan, and each of them, as attorney for the undersigned,
for the purpose of executing and filing such Registration Statement or any
amendment thereto, hereby giving said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do if personally
present and hereby ratifying all that said attorney may lawfully do, have done
or cause to be done by virtue hereof.  This power of Attorney may be executed
in several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
POWER OF ATTORNEY.



        Signature
-------------------------


_________________________
(Stanley P. Goldstein)


_________________________
(Allan J. Bloostein)


_________________________
(W. Don Cornwell)


_________________________
(Thomas P. Gerrity)


_________________________
(William H. Joyce)


_________________________
(Terry R. Lautenbach)


_________________________
(Terrence Murray)


_________________________
(Ivan G. Seidenberg)


_________________________
(Patricia Carry Stewart)


_________________________
(M. Cabell Woodward, Jr.)

