Edgar Filing: RYAN THOMAS M

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RYAN THOMAS M

2. Issuer Name and Ticker or Trading Symbol
CVS CORP [CVS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

ONE CVS DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2004

(Street)

WOONSOCKET, RI 02895-

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2004		M		2,900	A	$ 16.7223	65,027 ⁽¹⁾	D
Common Stock	05/18/2004		M		123,230	A	$ 16.1811	188,257 ⁽¹⁾	D
Common Stock	05/18/2004		S		28,030	D	$ 40.25	160,227 ⁽¹⁾	D
Common Stock	05/18/2004		S		25,200	D	$ 40.2	135,027 ⁽¹⁾	D
Common Stock	05/18/2004		S		72,900	D	$ 40.1	62,127 ⁽¹⁾	D
Common Stock	05/19/2004		M		197,100	A	$ 16.7223	259,227 ⁽¹⁾	D
Common Stock	05/19/2004		S		40,400	D	$ 40.15	218,827 ⁽¹⁾	D
Common Stock	05/19/2004		S		42,800	D	$ 40.16	176,027 ⁽¹⁾	D
Common Stock	05/19/2004		S		52,600	D	$ 40.17	123,427 ⁽¹⁾	D
Common Stock	05/19/2004		S		25,700	D	$ 40.18	97,727 ⁽¹⁾	D
Common Stock	05/19/2004		S		5,700	D	$ 40.19	92,027 ⁽¹⁾	D
Common Stock	05/19/2004		S		4,600	D	$ 40.2	87,427 ⁽¹⁾	D
Common Stock	05/19/2004		S		500	D	$ 40.21	86,927 ⁽¹⁾	D
Common Stock	05/19/2004		S		5,800	D	$ 40.22	81,127 ⁽¹⁾	D
Common Stock	05/19/2004		S		6,600	D	$ 40.23	74,527 ⁽¹⁾	D
Common Stock	05/19/2004		S		4,600	D	$ 40.24	69,927 ⁽¹⁾	D
Common Stock	05/19/2004		S		7,800	D	$ 40.25	62,127 ⁽¹⁾	D
Common Stock								482,809 ⁽²⁾	I	By Trust as beneficiary
ESOP Preference Stock								1,408 ⁽³⁾	I	By ESOP
Common Stock (Restricted)								171,711	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 16.1811

05/18/2004

123,230

04/11/1996

04/11/2005

Common Stock

123,230

$ 0

Stock Option

$ 16.7223

05/18/2004

2,900

05/14/1997

04/14/2006

Common Stock

2,900

$ 0

390,020

Stock Option

$ 16.7223

05/19/2004

197,100

05/14/1997

04/14/2006

Common Stock

197,100

$ 0

192,920

Stock Option

$ 23

02/17/1998

02/17/2007

Common Stock

391,320

Stock Option

$ 25.125

01/09/2005

01/09/2013

Common Stock

450,000

Stock Option

$ 29.925

01/02/2003

01/02/2012

Common Stock

506,062

Stock Option

$ 35.335

01/08/2005

01/08/2011

Common Stock

200,000

Stock Option

$ 36.6953

02/27/2001

02/27/2008

Common Stock

195,660

Stock Option

$ 37.3125

03/12/2001

03/12/2008

Common Stock

600,000

Stock Option

$ 38.5625

01/03/2002

01/03/2010

Common Stock

200,000

Stock Option

$ 50

03/10/2001

03/10/2009

Common Stock

150,000

Stock Option

$ 60.525

03/07/2003

03/07/2011

Common Stock

250,000

Phantom Stock Credits

$ 1

⁽⁴⁾

Common Stock

614

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RYAN THOMAS M ONE CVS DRIVE WOONSOCKET, RI 02895-	X		Chairman & CEO

Signatures

Thomas M Ryan		05/19/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes shares acquired pursuant to issuer's Employee Stock Purchase Plan.
(2)	Includes dividend reinvestment shares acquired during the course of the year.
(3)	Reflects stock beneficially owned pursuant to issuer's ESOP Plan.
(4)	Reflects 2002 and 2003 year end company match share credits of 33 and 581, respectively, under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.

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