Edgar Filing: MERCK & CO INC

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-77569

Prospectus Supplement

(To Prospectus dated August 3, 2000)

[MERCK LOGO]

MERCK & CO., INC.

$500,000,000
5 1/4% Notes due 2006

Interest payable January 1 and July 1

ISSUE PRICE: 99.597%

The notes will mature on July 1, 2006. Interest will accrue from July 2, 2001.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined that this
Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

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PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS THE COMPANY
-----------------------------------------------------------------------------------------------------

Per Note 99.597% 0.250% 99.347%
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Total $497,985,000 $1,250,000 $496,735,000
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The notes will not be listed on any securities exchange. Currently, there is no
public market for the notes.

We expect that delivery of the notes will be made to investors on or about July
2, 2001.

JPMORGAN
June 27, 2001
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS, NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PAGE
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Use of Proceeds....................... S-3
Ratios of Earnings to Fixed Charges... S-3
Description of the Notes.............. S-3
Underwriting.......................... S-5
Experts............................... S-6
Where You Can Find More Information... S-6

PROSPECTUS

PAGE
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About This Prospectus................. 2
Merck................................. 3
Ratios of Earnings to Fixed Charges... 3
Use of Proceeds....................... 3
Description of Debt Securities We May
Offer............................... 3
Plan of Distribution.................. 13
Validity of Debt Securities........... 13
Experts............................... 13
Where You Can Find More
Information......................... 14

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USE OF PROCEEDS

We will use the net proceeds from the sale of the notes for general
corporate purposes, including the reduction of short-term debt. We may
temporarily invest funds that we do not immediately need for these purposes in
short-term marketable securities.

RATIOS OF EARNINGS TO
FIXED CHARGES

Our consolidated ratios of earnings to fixed charges for the three months
ended March 31, 2001 and each of the fiscal years ended December 31, 1996
through 2000 are as follows:

YEARS ENDED DECEMBER 31,
THREE MONTHS ENDED --------------------------------
MARCH 31, 2001 2000 1999 1998 1997 1996
------------------ ---- ---- ---- ---- ----

14 14 18 26 29 23

For purposes of computing these ratios, earnings consist of income before
income taxes, cumulative effect of accounting changes, one-third of rents, which
is the amount we consider to be representative of the interest factor inherent
in rents, interest expense, net of amounts capitalized, and dividends on
preferred stock of subsidiary companies. Fixed charges consist of one-third of
rents, interest expense as reported in our consolidated financial statements and
dividends on preferred stock of subsidiary companies.

DESCRIPTION OF THE NOTES

The following description of the particular terms of the 5 1/4% Notes due
2006 offered hereby supplements the general description of debt securities set
forth in the prospectus.

GENERAL

The notes will initially be limited to $500,000,000 aggregate principal
amount and will mature on July 1, 2006. The notes will bear interest from July
2, 2001 at the rate per annum shown on the cover page of this prospectus
supplement. Interest will be payable on January 1 and July 1 of each year,
commencing January 1, 2002, to the person in whose name the notes were
registered at the close of business on the preceding December 15 or June 15, as
the case may be. Interest on the notes will be computed on the basis of a
360-day year composed of twelve 30-day months. If any payment date for the notes
is not a business day, we will make the payment on the next business day, but we
will not be liable for any additional interest as a result of the delay in
payment. By business day, we mean any Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day when banking institutions in the place of payment are
authorized or obligated to be closed. The notes are unsecured and will rank
equally with all our other unsecured and unsubordinated indebtedness.

The defeasance and covenant defeasance provisions of the indenture
described under "Description of Debt Securities We May Offer -- Defeasance" in
the prospectus will apply to the notes.

FURTHER ISSUES

We may, without the consent of holders of the notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the notes. Any additional notes, together with the notes covered in this
prospectus supplement, will constitute a single series of notes under the
indenture. No additional notes may be issued if an event of default has occurred
with respect to the notes.

BOOK-ENTRY SYSTEM

Upon issuance, the notes will be represented by one or more global notes.
Each global note will be deposited with, or on behalf of, The Depository Trust
Company, as depository and registered in the name of a nominee of the
depository.

Ownership of beneficial interests in a global note will be limited to
institutions, called participants, that have accounts with the depository or its
nominee or persons that may hold interests through participants. We have been
advised by the depository that upon receipt of any payment of principal of, or
premium, if any, or interest on, a global note, the depository will credit, on
its book-entry registration and transfer system, accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the global notes as shown on the records of the
depository. Ownership of beneficial interests by participants in the global note
will be evidenced only by, and the transfer of that ownership interest will be
effected only through, records maintained by the depository

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or its nominee. Ownership of beneficial interests in the global note by persons
that hold through participants will be evidenced only by, and the transfer of
that ownership interest within such participant will be effected only through,
records maintained by participants. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of securities in
definitive form. These laws may impair the ability to transfer beneficial
interests in the global note.

Payment of principal of, and premium, if any, and interest on, any global
note registered in the name of or held by the depository or its nominee will be
made to the depository or its nominee, as the case may be, as the registered
owner of the global note. Payments by participants to owners of beneficial
interests in a global note held through the participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in "street name", and
will be the sole responsibility of the participants. None of us, the trustee,
nor any agent of ours or the trustee will have any responsibility or liability
for any aspects of the depository's records or any participant's records
relating to or payments made on account of beneficial ownership interests in a
global note or for maintaining, supervising or reviewing any of the depository's
records or any participant's records relating to the beneficial ownership
interests.

No global note may be transferred except as a whole by the depository to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository.

No global note may be exchanged in whole or in part for notes registered,
and no transfer of a global note in whole or in part may be registered, in the
name of any person other than the depository or any nominee of the depository
unless (i) the depository has notified the Company that it is unwilling or
unable to continue as depository for such global note or has ceased to be
qualified to act as such as required by the indenture, (ii) there has occurred
and is continuing an event of default with respect to the global note or (iii)
we determine in our sole discretion at any time that the global note shall be so
exchangeable.

Any global note that is exchangeable pursuant to the preceding sentence
shall be exchangeable in whole for separate notes in registered form of any
authorized denomination and of like tenor and aggregate principal amount. These
notes shall be registered in the name or names of such person or persons as the
depository instructs the trustee. We expect that these instructions would be
based upon directions received by the depository from its participants with
respect to ownership of beneficial interests in such global note.

As long as the depository, or its nominee, is the registered holder of a
global note, the depository or such nominee, as the case may be, will be
considered the sole owner and holder of such global note for all purposes under
the notes and the indenture. Except in the limited circumstances referred to
above, owners of beneficial interests in a global note will not be entitled to
have such global note registered in their names, will not receive or be entitled
to receive physical delivery of notes in exchange therefor and will not be
considered to be the owners or holders of such global note for any purpose under
the notes or the indenture. Accordingly, each person owning a beneficial
interest in the global note must rely on the procedures of the depository and,
if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a holder
under the indenture.

The indenture provides that the depository, as a holder, may appoint agents
and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver, or other action which a
holder is entitled to give or take under the indenture. We understand that,
under existing industry practices, in the event that we request any action of
holders or an owner of beneficial interest in a global note desires to give or
take any action that a holder is entitled to give or take under the indenture,
the depository would authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners owning through
them.

The depository has advised us as follows: the depository is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal
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Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
The depository was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions, such as
transfers and pledges, among its participants in these securities through
electronic computerized book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities certificates.
The depository's participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and other organizations, some of whom
(and/or their representatives) own the depository. Access to depository's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the notes will be made in immediately available funds. So
long as the notes are represented by one or more global notes, we will make all
payments of principal and premium, if any, and interest in immediately available
funds.

So long as the notes are represented by one or more global notes registered
in the name of the depository or its nominee and its procedures so permit, the
notes will trade in the depository's Same-Day Funds Settlement System, and
secondary market trading activity in the notes will therefore be required by the
depository to settle in immediately available funds.

THE PAYING AGENT AND SECURITY REGISTRAR

U.S. Bank Trust National Association is the paying agent and security
registrar with respect to the notes.

UNDERWRITING

We are selling $500,000,000 aggregate principal amount of the notes to J.P.
Morgan Securities Inc., as the underwriter, under an underwriting agreement
dated June 27, 2001. The underwriter has agreed to purchase from us the entire
principal amount of the notes, subject to certain conditions in the underwriting
agreement.

Under the terms and conditions of the underwriting agreement, if the
underwriter takes any of the notes, then it is obligated to take and pay for all
of the notes.

The notes are a new issue of securities with no established trading market
and will not be listed on any national securities exchange. The underwriter has
advised us that it intends to make a market for the notes, but it has no
obligation to do so and may discontinue market making at any time without
providing any notice. No assurance can be given as to the liquidity of any
trading market for the notes.

The underwriter initially proposes to offer the notes directly to the
public at the offering price described on the cover page. After the initial
offering of the notes, the underwriter may from time to time vary the offering
price and other selling terms.

We have also agreed to indemnify the underwriter against liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments which the underwriter may be required to make in respect
of any such liabilities.

In connection with the offering of the notes, the underwriter may engage in
transactions that stabilize, maintain or otherwise affect the price of the
notes. Specifically, the underwriter may overallot in connection with the
offering of the notes, creating a short position. In addition, the underwriter
may bid for, and purchase, notes in the open market to cover short positions or
to stabilize the price of the notes. Any of these activities may stabilize or
maintain the market price of the notes above independent market levels. The
underwriter is not required to engage in any of these activities, and may end
any of them at any time.

Our estimated expenses associated with this offering are approximately
$320,000. The underwriter has agreed to reimburse us for $280,000 of these
expenses.

In the ordinary course of their respective business, the underwriter and
its affiliates have engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with us and our affiliates. William B.

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Harrison, the President and Chief Executive Officer of J.P. Morgan Chase & Co.
Incorporated, of which J.P. Morgan Securities Inc. is a subsidiary, is also a
member of our board of directors.

WHERE YOU CAN FIND
MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. The address of the SEC's
Internet site is provided solely for the information of investors and is not
intended to be an active link. You may also read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.

The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference:

- our annual report on Form 10-K for the year ended December 31, 2000, file
number 1-3305;

- our amended annual report on Form 10-K/A for the year ended December 31,
2000, file number 1-3305;

- our quarterly report on Form 10-Q for the quarter ended March 31, 2001,
file number 1-3305; and

- any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
notes.

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Corporate Secretary
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, New Jersey 08889-0100
(908) 423-1000

You should rely only on the information incorporated by reference or
provided in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these notes in any state where the offer is not permitted.
You should not assume that the information in this prospectus supplement and the
prospectus is accurate as of any date other than the date on the front cover of
these documents.

EXPERTS

The financial statements incorporated in this prospectus supplement by
reference to our annual report on Form 10-K and amended annual report on Form
10-K/A for the year ended December 31, 2000 have been so incorporated in
reliance on the report of Arthur Andersen LLP, independent accountants, given on
the authority of that firm as experts in auditing and accounting.

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$1,670,000,000

[MERCK LOGO] MERCK & CO., INC.

DEBT SECURITIES

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Merck & Co., Inc. may from time to time issue up to a total of
$1,670,000,000 of debt securities. The accompanying prospectus supplement will
specify the terms of the securities.

Merck & Co., Inc. may sell these securities to or through underwriters, and
also to other purchasers or through agents. We will set forth the names of any
underwriters or agents in the accompanying prospectus supplement.

------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

------------------------

Prospectus dated August 3, 2000.
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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC utilizing a shelf registration process. Under this shelf process, we may
sell any combination of the debt securities described in this prospectus in one
or more offerings up to a total amount of $1,670,000,000. This prospectus
provides you with a general description of the debt securities we may offer.
Each time we sell debt securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add to or update other information contained in
this prospectus. You should read both this prospectus and the accompanying
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information" on page 14.

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MERCK

We are a global research-driven pharmaceutical company that discovers,
develops, manufactures and markets a broad range of human and animal health
products and provides pharmaceutical benefit services. We have two reportable
business segments: Merck Pharmaceutical and Merck-Medco. Merck Pharmaceutical
products consist of therapeutic agents, sold by prescription, for the treatment
of human disorders. Merck-Medco revenues are derived from the filling and
management of prescriptions and health management programs.

Our human health products include therapeutic agents, sold by prescription,
for the treatment of human disorders, as well as preventative agents. Among
these are elevated cholesterol products, hypertension/heart failure products,
osteoporosis products, anti-ulcerants, vaccines/biologicals, antibiotics,
ophthalmologicals, a protease inhibitor for the treatment of human
immunodeficiency viral infection, anti-inflammatory/analgesics and respiratory
products.

We conduct a portion of our human health products business through joint
ventures with other companies, including joint ventures with Johnson & Johnson
and Aventis Pasteur S.A.. We are also a limited partner in a partnership with
AstraZeneca PLC.

Through a joint venture with Aventis S.A., we also conduct an animal health
and poultry genetics business. Animal health products include medicinals used to
control and alleviate disease in livestock, small animals and poultry.

Our Merck-Medco segment includes our sales of non-Merck products and our
pharmaceutical benefits services, principally managed prescription drug programs
and programs to help manage patient health.

We incorporated in the State of New Jersey in 1927 and maintain our
principal offices at Whitehouse Station, New Jersey. Our address is P.O. Box
100, One Merck Drive, Whitehouse Station, New Jersey 08889-0100 and our
telephone number is (908) 423-1000. The terms "Merck", "we", "us" or "our"
generally refer to Merck & Co., Inc. and its consolidated subsidiaries, except
that only Merck & Co., Inc. legally will be the issuer of the debt securities
offered under this prospectus.

RATIOS OF EARNINGS TO
FIXED CHARGES

Our consolidated ratios of earnings to fixed charges for the three months
ended March 31, 2000 and each of the fiscal years ended December 31, 1995
through 1999 are as follows:

YEARS ENDED DECEMBER 31,
THREE MONTHS ENDED --------------------------------
MARCH 31, 2000 1999 1998 1997 1996 1995
------------------ ---- ---- ---- ---- ----

14 18 26 29 23 38

USE OF PROCEEDS

Unless otherwise indicated in the accompanying prospectus supplement, we
will use the net proceeds from the sale of the debt securities for general
corporate purposes, including the reduction of short-term debt. We may
temporarily invest funds that we do not immediately need for these purposes in
short-term marketable securities.

DESCRIPTION OF DEBT SECURITIES
WE MAY OFFER

As required by Federal law for all bonds and notes that are publicly
offered, a document called the indenture governs the debt securities. The
indenture is a contract, dated as of April 1, 1991, which we amended once and
may amend further in the future, between us and U.S. Bank Trust National
Association, which acts as trustee. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default. There are some
limitations on the extent to which the trustee acts on your behalf, described on
page 12 under " -- Remedies if an Event of Default Occurs". Second, the trustee
performs administrative duties for us, such as sending you interest payments,
registering transfers of your debt securities to a new buyer if you sell and
sending you notices.
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The indenture and its associated documents contain the full legal text of
the matters described in this section. New York law governs the indenture and
the debt securities. The indenture is an exhibit to our registration statement.
See "Where You Can Find More Information" on page 14 for information on how to
obtain a copy.

We may issue as many distinct series of debt securities under the indenture
as we wish. This section summarizes all the material terms of the debt
securities that are common to all series unless otherwise indicated in the
prospectus supplement relating to a particular series.

Because this section is a summary, it does not describe every aspect of the
debt securities, and is subject to and qualified in its entirety by reference to
all the provisions of the indenture, including definitions of some of the terms
used in the indenture. We describe the meaning for only the more important
terms. We also include references in parentheses to some sections of the
indenture. Whenever we refer to particular sections or defined terms of the
indenture in this prospectus or in the prospectus supplement, we incorporate by
reference those sections or defined terms here or in the prospectus supplement.

We may issue the debt securities as original issue discount securities,
which we would offer and sell at a substantial discount below their stated
principal amount. (section 101) A prospectus supplement relating to original
issue discount securities will describe federal income tax consequences and
other special considerations applicable to them. We may also issue the debt
securities as indexed securities or securities denominated in foreign currencies
or currency units, as described in more detail in a prospectus supplement
relating to any of these types of debt securities. A prospectus supplement
relating to indexed debt securities or foreign currency debt securities will
also describe any additional tax consequences or other special considerations
applicable to these types of debt securities.

In addition, we will describe the material specific financial, legal and
other terms particular to debt securities of each series in the prospectus
supplement relating to the debt securities of that series. The prospectus
supplement relating to debt securities of the series will describe the following
terms of the debt securities:

- the title of the debt securities of the series;

- any limit on the total principal amount of the debt securities of the series;

- the date or dates on which the debt securities of the series will mature;

- any rate or rates, which may be fixed or variable, per annum at which the debt
securities of the series will bear interest, if any, and the date or dates
from which any interest will accrue;

- the date or dates on which any interest on the debt securities of the series
will be payable and the regular record date or dates we will use to determine
who is entitled to receive each interest payment;

- the place or places where the principal and any premium and interest will be
payable;

- any period or periods within which and the price or prices at which we will
have the option to redeem the debt securities of the series, and the other
detailed terms and provisions of any optional redemption right;

- any obligation we will have to redeem the debt securities of the series under
a sinking fund or analogous provision or to redeem your debt securities at
your option and the period or periods during which, the price or prices at
which and the other specific terms under which we would be obligated to redeem
the debt securities of the series under any obligation of this kind;

- if other than integral multiples of $1,000, the denominations in which we will
issue the debt securities of the series;

- if other than United States dollars, the currency of payment of the principal
and any premium and interest on the debt securities of the series;

- any index or other special method we will use to determine the amount of
principal or any premium or interest we will pay on the debt securities of the
series;

- if we or you have a right to choose the currency or currency units in which
payments on any of the debt securities of the series will be made, the
currencies or currency units that we or you may elect, when we or you may make
the election and

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the other specific terms of the right to make an election of this kind;

- if other than the principal amount, the portion of the principal amount of the
debt securities of the series which will be payable upon the declaration of
acceleration of the maturity of the debt securities of the series;

- the applicability of the provisions described on page 11 under
"-- Defeasance";

- if we will issue the debt securities of the series only in the form of global
securities as described below under "-- Global Securities", the name of the
depository for the debt securities of the series and the circumstances under
which the trustee may terminate the global securities and register separate
debt securities in the names of persons other than the depositary or its
nominee if other than those circumstances described on page 6 under
"-- Special Situations When a Global Security will be Terminated"; and

- any other special terms of the debt securities of the series that are not
inconsistent with the provisions of the indenture.

We will attach the prospectus supplement relating to the debt securities of
the series to the front of this prospectus.

We may issue debt securities other than the debt securities described in
this prospectus. There is no requirement that we issue any other debt securities
under the indenture. Thus, we may issue any other debt securities under other
indentures or documentation, containing provisions different from those included
in the indenture or applicable to one or more issues of the debt securities
described in this prospectus.

LEGAL OWNERSHIP

STREET NAME AND OTHER INDIRECT HOLDERS

We generally will not recognize investors who hold debt securities in
accounts at banks or brokers as legal holders of debt securities. Holding in
that way is called holding in street name. Instead, we would recognize only the
bank or broker, or the financial institution the bank or broker uses to hold its
debt securities. These intermediary banks, brokers and other financial
institutions pass along principal, interest and other payments on the debt
securities, either because they agree to do so in their customer agreements or
because they are legally required to. If you hold debt securities in street
name, you should check with your own institution to find out:

- how it handles securities payments and notices;

- whether it imposes fees or charges;

- how it would handle voting if ever required;

- whether and how you can instruct it to send you debt securities registered in
your own name so you can be a direct holder as described below; and

- how it would pursue rights under the debt securities if there were a default
or other event triggering the need for holders to act to protect their
interests.

DIRECT HOLDERS

Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to persons or entities who
are the direct holders of debt securities, i.e., those who are registered as
holders of debt securities. As noted above, we do not have obligations to you if
you hold in street name or through other indirect means, either because you
choose to hold debt securities in that manner or because we issued the debt
securities in the form of global securities as described below. For example,
once we make payment to the registered holder, we have no further responsibility
for the payment even if that registered holder is legally required to pass the
payment along to you as a street name customer but does not do so.

GLOBAL SECURITIES

WHAT IS A GLOBAL SECURITY? A global security is a special type of
indirectly held security, as described above under "-- Street Name and Other
Indirect Holders". If we choose to issue debt securities in the form of global
securities, the ultimate beneficial owners can only be indirect holders. We do
this by requiring that the global security be registered in the name of a
financial institution we select and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole
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direct holder of the global security is called the depository.

Any person wishing to own a debt security included in a global security
must do so indirectly by virtue of an account with a broker, bank or other
financial institution that in turn has an account with the depository. The
prospectus supplement indicates whether we will issue your debt securities only
in the form of global securities.

SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. The account rules
of your financial institution and the rules of the depository, as well as
general laws relating to securities transfers, will govern your rights as an
indirect holder of a global security. We will not recognize you as a registered
holder of debt securities and instead will deal only with the depository that
holds the global security.

You should be aware that if debt securities are issued only in the form of
global securities:

- You cannot have debt securities registered in your own name.

- You cannot receive physical certificates for your interest in the debt
securities.

- You will be a street name holder and must look to your own bank or broker for
payments on the debt securities and protection of your legal rights relating
to the debt securities. See " -- Street Name and Other Indirect Holders" on
page 5.

- You may not be able to sell interests in the debt securities to some insurance
companies and other institutions that are required by law to own their
securities as direct holders.

- The depository's policies will govern payments, transfers, exchange and other
matters relating to your interest in the global security. We and the trustee
have no responsibility for any aspect of the depository's actions or for its
records of ownership interests in the global security. We and the trustee also
do not supervise the depository in any way.

- The depository will require that you purchase or sell interests in a global
security within its system using same-day funds for settlement.

SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described later, the trustee will terminate the global
security and will exchange interests in it for separate certificates
representing debt securities. After that exchange, the choice of whether to hold
debt securities directly or in street name will be up to you. You must consult
your own bank or broker to find out how to have your interests in the debt
securities transferred to your own name, so that you will be a direct holder. We
previously described the rights of street name investors and direct holders in
the debt securities in the subsections entitled, " -- Street Name and Other
Indirect Holders" and " -- Direct Holders" on page 5.

The special situations for termination of a global security are:

- When the depository notifies us that it is unwilling, unable or no longer
qualified to continue as depository,

- When we notify the trustee that we wish to terminate the global security, or

- When an event of default on the debt securities has occurred and has not been
cured. Defaults are discussed on pages 12 and 13 under " -- Events of
Default".

The prospectus supplement may also list additional situations for terminating a
global security that would apply only to the particular debt securities of the
series covered by the prospectus supplement. When a global security terminates,
the depository, and not we or the trustee, is responsible for deciding the names
of the institutions that will be the initial direct holders. (sections 204 and
305)

In the remainder of this description "you" means direct holders and not street
name or other indirect holders of debt securities. Indirect holders should
read the previous subsection on page 5 entitled " -- Street Name and Other
Indirect Holders".

OVERVIEW OF REMAINDER OF THIS DESCRIPTION

The remainder of this description summarizes:

- ADDITIONAL MECHANICS relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where we make payments.

- Your rights under several SPECIAL SITUATIONS, such as if we merge with another
company or if we want to change a term of the debt securities.
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- RESTRICTIVE COVENANTS contained in the indenture which specify particular
business actions that we promise not to take. Particular securities of a
series may have additional restrictive covenants.

- Your rights if we DEFAULT or experience other financial difficulties.

- OUR RELATIONSHIP WITH THE TRUSTEE.

ADDITIONAL MECHANICS

FORM, EXCHANGE AND REGISTRATION OF TRANSFER

We will issue the debt securities:

- only in fully registered form;

- without interest coupons; and

- unless otherwise indicated in the prospectus supplement, in denominations that
are integral multiples of $1,000. (section 302)

You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. (section
305) This is called an exchange.

You may exchange or register a transfer of debt securities at the office of
the trustee. The trustee acts as our agent for registering debt securities in
the names of holders and registering transfers of debt securities. We may change
this appointment to another entity or perform it ourselves. The entity
performing the role of maintaining the list of registered direct holders is
called the security registrar. It will also register transfers. (section 305)

You will not be required to pay a service charge to register a transfer of
debt securities or to exchange debt securities, but you may be required to pay
for any tax or other governmental charge associated with the transfer or
exchange. The security registrar will make the registration of transfer or
exchange only if it is satisfied with your proof of ownership. (section 305)

If we have designated additional transfer agents, they are named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We may also approve a change in the office through which any transfer
agent acts. (section 1002)

If the debt securities are redeemable and we redeem less than all of the
debt securities of a particular series, we may block the registration of
transfer or exchange of debt securities during the period beginning 15 days
before the day we mail the notice of redemption and ending on the day of that
mailing, in order to freeze the list of holders to prepare the mailing. We may
also refuse to register transfers or exchanges of debt securities selected for
redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any debt security being partially redeemed. (section
305)

PAYMENT AND PAYING AGENTS

We will pay interest to you on each date interest is due if you are a
direct holder listed in the trustee's records at the close of business on a
particular day in advance of each due date for interest, even if you no longer
own the debt security on the interest due date. That particular day, usually
about two weeks in advance of the interest due date, is called the regular
record date and is stated in the prospectus supplement. (section 307) Holders
buying and selling debt securities must work out between them how to compensate
for the fact that we will pay all the interest for an interest period to the one
who is the registered holder on the regular record date. The most common manner
is to adjust the sales price of the debt securities to pro-rate interest fairly
between buyer and seller. This pro-rated interest amount is called accrued
interest.

Unless otherwise stated in the prospectus supplement, we will pay interest,
principal and any other money due on the debt securities at the corporate trust
office of the trustee in New York City. (section 1002) That office is currently
located at 100 Wall Street, 16th floor, New York, New York 10005. You must make
arrangements to have your payments picked up at or wired from that office. We
may also choose to pay interest by mailing checks.

Street name and other indirect holders should consult their banks or brokers
for information on how they will receive payments.

We may also arrange for additional payment offices, and may cancel or
change these offices, including our use of the trustee's corporate trust office.
These offices are called paying agents. We

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may also choose to act as our own paying agent. We must notify you of changes in
the paying agents for any particular debt securities of the series. (section
1002)

NOTICES

We and the trustee will send notices regarding the debt securities only to
direct holders, using their addresses as listed in the trustee's records.
(sections 101 and 106)

All paying agents must return to us all money paid by us that remains
unclaimed two years after the amount is due to direct holders. After that
two-year period, you may look only to us for payment and not to the trustee, any
other paying agent or anyone else. (section 1003)

SPECIAL SITUATIONS

MERGERS AND SIMILAR EVENTS

We may consolidate or merge with another company or firm. We may also sell
or lease substantially all of our assets to another firm, or to buy or lease
substantially all of the assets of another firm. However, we may not take any of
these actions unless the following conditions, among others, are met:

- Where we merge out of existence or sell or lease substantially all our assets,
the other firm must be a corporation, partnership or trust organized under the
laws of a U.S. state or the District of Columbia or under Federal law and it
must agree to be legally responsible for the debt securities.

- The merger, sale of assets or other transaction must not cause a default on
the debt securities, and we must not already be in default unless the merger
or other transaction would cure the default. For purposes of this no-default
test, a default would include an event of default, as described on page 12,
that has occurred and not been cured. A default for this purpose would also
include the occurrence of any event that would be an event of default if we
received the required notice of our default or if under the indenture the
default would become an event of default after existing for a specific period
of time. (section 801)

- It is possible that the merger, sale of assets or other transaction would
cause some of our property to become subject to a mortgage or other legal
mechanism giving lenders preferential rights in that property over other
lenders or over our general creditors if we fail to pay them back. We have
promised to limit these preferential rights, as discussed under
"-- Restrictive Covenants" on pages 9 and 10. If a merger or other transaction
would create any liens on any of our property we must comply with those
restrictive covenants. We would do this either by deciding that the liens were
permitted, or by following the requirements of the restrictive covenants to
grant an equivalent or higher-ranking lien to you and the other direct holders
of the debt securities on the same property that we own.

MODIFICATION AND WAIVER

There are three types of changes we can make to the indenture and the debt
securities.

CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your debt securities without your specific approval. Following is a list
of those types of changes:

- change the payment due date of any installment of the principal or any
interest on a debt security stated in the debt security;

- reduce any amounts due on a debt security;

- reduce the amount of principal payable upon acceleration of the maturity of a
debt security following a default;

- change the place or currency of payment on a debt security;

- impair your right to sue for payment;

- reduce the percentage of debt securities the holders of which must consent to
modify or amend the indenture;

- reduce the percentage of debt securities the holders of which must consent to
waive compliance with certain provisions of the indenture or to waive certain
defaults; and

- modify any other aspect of the provisions dealing with modification and waiver
of the indenture. (section 902)

CHANGES REQUIRING A MAJORITY VOTE. The second type of change to the
indenture and the debt securities is the kind that requires a vote in favor by

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direct holders owning a majority of the principal amount of the debt securities
of the particular series affected. (section 902) Most changes fall into this
category, such as if we wish to obtain a waiver of all or part of the
restrictive covenants described below, or a waiver of a past default. However,
we cannot obtain a waiver of a payment default or any other aspect of the
indenture or the securities listed in the first category on page 8 under
" -- Changes Requiring Your Approval" unless we obtain your individual consent
to the waiver. (section 513)

CHANGES NOT REQUIRING APPROVAL. The third type of change does not require
any vote by holders of debt securities. This type is limited to corrections and
clarifications and other changes that would not adversely affect holders of the
debt securities. (section 901)

FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:

- For original issue discount securities, we will use the principal amount that
would be due and payable on the voting date if the maturity of the debt
securities were accelerated to that date because of a default.

- For debt securities for which the principal amount is undetermined because,
for example, it is based on an index, we will use a special rule for that
series of debt security that we will describe in the prospectus supplement.

- For debt securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent.

Debt securities will not be considered outstanding and therefore will not
carry voting rights if we have deposited or set aside in trust for you money for
their payment or redemption. (section 107) Debt securities will also not be
eligible to vote if they have been fully defeased as described on page 11 under
" -- Full Defeasance". (section 101)

We may set any day as a record date for the purpose of determining the
direct holders of outstanding debt securities that are entitled to vote or take
other action under the indenture. (section 301) In some circumstances, the
trustee may set a record date for action by direct holders.

Street name and other indirect holders should consult their banks or brokers
for information on how approval may be granted or denied if we seek to change
the indenture or the debt securities or request a waiver.

RESTRICTIVE COVENANTS

In the following description of restrictive covenants, we use several
specialized terms without explaining the meaning when we use the terms. We
define these terms, which appear in BOLD, ITALICIZED type without quotation
marks the first time they appear, in " -- Definitions Relating to our
Restrictive Covenants" at the end of this subsection on pages 10 and 11.

RESTRICTIONS ON SECURED DEBT. Some of our property may be subject to a
mortgage or other legal mechanism that gives our lenders preferential rights in
that property over other lenders, including you and the other direct holders of
the debt securities, or over our general creditors if we fail to pay them back.
These preferential rights are called liens. Debt which is protected by these
preferential rights is called secured debt. In the indenture, we promise that we
will not incur any new secured debt that is secured by a lien on any of our
PRINCIPAL DOMESTIC MANUFACTURING PROPERTIES, or on any shares of stock or debt
of any of our DOMESTIC SUBSIDIARIES, unless we grant an equivalent or
higher-ranking lien on the same property to you and the other direct holders of
the debt securities.

We do not need to comply with this restriction if the amount of all debt
that would be secured by liens on principal domestic manufacturing properties,
including the new debt, the debt securities which we would so secure as
described in the previous sentence, and all ATTRIBUTABLE DEBT, that results from
a sale and leaseback transaction involving principal domestic manufacturing
properties, is less than 10% of our CONSOLIDATED NET TANGIBLE ASSETS.

This restriction on secured debt does not apply to debt secured by certain
types of liens, and we can disregard this secured debt when we calculate

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the limits imposed by this restriction. These types of liens are:

- liens on the property of any of our domestic subsidiaries, or on their shares
of stock or debt, if those liens existed at the time the corporation became
our domestic subsidiary;

- liens in favor of us or our domestic subsidiaries;

- liens in favor of U.S. governmental bodies that we granted in order to assure
our payments to such bodies that we owe by law or because of a contract we
entered into;

- liens on property that existed at the time we acquired the property, including
property we may acquire through a merger or similar transaction, or that we
granted in order to purchase the property, which are sometimes called purchase
money mortgages; and

- debt secured by liens that extend, renew or replace any of these types of
liens.

We and our subsidiaries may have as much unsecured debt as we may choose.
(section 1008)

RESTRICTIONS ON SALES AND LEASEBACKS. We promise that neither we nor any
of our domestic subsidiaries will enter into any sale and leaseback transaction
involving a principal domestic manufacturing property, unless we comply with
this restrictive covenant. A sale and leaseback transaction generally is an
arrangement between us or a domestic subsidiary and a bank, insurance company or
other lender or investor where we or the domestic subsidiary sell a property to
a lender or investor more than 120 days after the completion of construction of
the property and the beginning of its full operation and we lease the property
back from the lender.

We can comply with this restrictive covenant in either of two ways:

- First, we will be in compliance if we or our domestic subsidiary could grant a
lien on the principal domestic manufacturing property in an amount equal to
the attributable debt for the sale and leaseback transaction without being
required to grant an equivalent or higher-ranking lien to you and the other
direct holders of the debt securities under the restriction on secured debt
described on page 9.

- Second, we can comply if we retire an amount of FUNDED DEBT, within 120 days
of the transaction, equal to at least the net proceeds of the sale of the
principal domestic manufacturing property that we lease in the transaction or
the fair value of that property, subject to credits for voluntary retirements
of debt securities and funded debt we may make, whichever is greater.

This restriction on sales and leasebacks does not apply to any sale and
leaseback transaction that is between us and one of our domestic subsidiaries or
between domestic subsidiaries, or that involves a lease for a period of three
years or less. (section 1009)

DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS. Following are the
meanings of the terms that are important in understanding the restrictive
covenants previously described:

- "ATTRIBUTABLE DEBT" means the total net amount of rent, discounted at 1% per
annum compounded semi-annually, that is required to be paid during the
remaining term of any lease.

- "CONSOLIDATED NET TANGIBLE ASSETS" is the total amount of assets, less
reserves and certain other permitted deductible items, after subtracting all
current liabilities and all goodwill, trade names, trademarks, patents,
unamortized debt discounts and expenses and similar intangible assets, as such
amounts appear on our most recent consolidated balance sheet and computed in
accordance with generally accepted accounting principles.

- A "DOMESTIC SUBSIDIARY" means any of our subsidiaries which transacts
substantially all of its business in the United States, has substantially all
of its fixed assets located in the United States, or owns or leases principal
domestic manufacturing property. However, a subsidiary whose principal
business is financing our operations outside of the United States is not a
domestic subsidiary. A subsidiary is a corporation in which we and/or one or
more of our other subsidiaries owns at least 50% of the voting stock, which is
a kind of stock that ordinarily permits its owners to vote for the election of
directors.

- "FUNDED DEBT" means all debt for borrowed money that either has a maturity of
12 months or more from the date on which the calculation of funded debt is
made or has a maturity of less than 12 months from that date but is by its
terms renewable or extendible beyond 12 months from that date at the option of
the borrower.
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- A "PRINCIPAL DOMESTIC MANUFACTURING PROPERTY" is any building or other
structure or facility, and the land on which it sits and its associated
fixtures, that we use primarily for manufacturing or processing and that is
located in the United States, other than a building, structure or other
facility that our board of directors has determined is not of material
importance to the total business that we and our subsidiaries conduct or a
building or structure which is financed by obligations issued by a U.S.
governmental entity, the interest of which is excludable from gross income of
the holders under provisions of the tax code.

DEFEASANCE

The following discussion of full defeasance and covenant defeasance will be
applicable to your debt securities of the series only if we choose to have those
provisions apply to those securities. If we do so choose, we will state that in
the prospectus supplement. (section 1301)

FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the debt securities if we put in place other arrangements for you to be repaid.
This is called full defeasance. In order to achieve full defeasance, we must do
the following:

- We must deposit in trust for your benefit and the benefit of all other direct
holders of the debt securities any combination of money and U.S. government or
U.S. government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on their
various due dates.

- There must be a change in current federal tax law or an IRS ruling that lets
us make the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just repaid
the debt securities ourselves. Under current federal tax law, the deposit and
our legal release from the debt securities would be treated as though we took
back your debt securities and gave you your share of the cash and notes or
bonds deposited in trust. In that event, you could recognize gain or loss on
the debt securities you give back to us.

- We must deliver to the trustee a legal opinion of our counsel confirming the
tax law change described above.

If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the debt securities.
You could not look to us for repayment in the unlikely event of any shortfall.
Conversely, the trust deposit would most likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent. (sections
1302 and 1304)

COVENANT DEFEASANCE. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the debt securities. This is called covenant defeasance. In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
the debt securities. In order to achieve covenant defeasance, we must do the
following:

- We must deliver to the trustee a legal opinion of our counsel confirming that
under current federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did
not make the deposit and just repaid the debt securities ourselves.

If we accomplish covenant defeasance, the following provisions of the
indenture and the debt securities would no longer apply:

- Our promises regarding conduct of our business previously described on pages 9
and 10 under " -- Restrictive Covenants", and any other similar covenants
applicable to the debt securities of the series and described in the
prospectus supplement.

- The condition regarding the treatment of liens when we merge or engage in
similar transactions, as described on page 8 under " -- Mergers and Similar
Events".

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- The events of default relating to breach of covenants and acceleration of the
maturity of other debt, described below under " -- What Is an Event of
Default?"

If we accomplish covenant defeasance, you can still look to us for
repayment of the debt securities if there were a shortfall in the trust deposit.
In fact, if one of the remaining events of default occurred, such as our
bankruptcy, and the debt securities become immediately due and payable, there
may be such a shortfall in the trust deposit. Depending on the event causing the
default, you may not be able to obtain payment of the shortfall. (sections 1303
and 1304)

DEFAULT AND RELATED MATTERS

EQUAL RANKING WITH OUR OTHER UNSECURED CREDITORS

The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The debt securities are not subordinated to any of our
other debt obligations and therefore they rank equally with all our other
unsecured and unsubordinated indebtedness.

EVENTS OF DEFAULT

You will have special rights if an event of default occurs and is not
cured, as described later in this subsection.

WHAT IS AN EVENT OF DEFAULT? The term event of default means any of the
following:

- We do not pay the principal or any premium on a debt security of your series
on its due date.

- We do not pay interest on a debt security of your series within 30 days of its
due date.

- We do not deposit money into a separate custodial account known as sinking
fund when such deposit is due, if we agreed to maintain a sinking fund for
your debt securities and the other debt securities of the same series.

- We remain in breach of either of the restrictive covenants described on pages
9 and 10 under " -- Restrictive Covenants" or any other covenant or warranty
in the indenture for 90 days after we receive a notice of default stating we
are in breach. The notice must be sent by either the trustee or direct holders
of at least 25% of the principal amount of debt securities of the affected
series.

- We file for bankruptcy or other specific events of bankruptcy, insolvency or
reorganization occur.

- Any other event of default described in the prospectus supplement occurs.
(section 501)

REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an event of default has
occurred and has not been cured, the trustee or the direct holders of at least
25% in principal amount of the outstanding debt securities of the affected
series may declare the entire principal amount of all the debt securities of
that series to be due and immediately payable. This is called a declaration of
acceleration of maturity. The direct holders of at least a majority in principal
amount of the debt securities of the affected series may cancel a declaration of
acceleration of maturity. (section 502)

Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of
any holders unless the direct holders offer the trustee reasonable protection,
called an indemnity, against expenses and liability. (section 603) If reasonable
indemnity is provided, the direct holders of a majority in principal amount of
the outstanding debt securities of the relevant series may direct the time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority direct holders may also
direct the trustee in performing any other action under the indenture. (section
512)

Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:

- You must give the trustee written notice that an event of default has occurred
and remains uncured.

- The direct holders of at least 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request that the trustee
take action because of the default, and must offer reasonable indemnity to the
trustee against the cost and other liabilities of taking that action.

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- The trustee must have not received from direct holders of a majority in
principal amount of the outstanding debt securities of that series a direction
inconsistent with the written notice.

- The trustee must have not taken action for 60 days after receipt of the above
notice and offer of indemnity. (section 507)

However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (section 508)

Street name and other indirect holders should consult their banks or brokers
for information on how to give notice or direction to or make a request of the
trustee and to make or cancel a declaration of acceleration.

We will furnish to the trustee every year a written statement of our
officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default. (section
1004)

OUR RELATIONSHIP WITH THE TRUSTEE

U.S. Bank Trust National Association is the trustee under the indenture.
The trustee performs services for us in the ordinary course of business.

PLAN OF DISTRIBUTION

We may sell the debt securities through agents, underwriters or dealers, or
directly to one or more purchasers.

AGENTS

We may designate agents who agree to use their reasonable efforts to
solicit purchases for the period of their appointment to sell debt securities on
a continuing basis.

UNDERWRITERS

If we use underwriters for a sale of debt securities, the underwriters will
acquire those debt securities for their own account. The underwriters may resell
the debt securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The underwriters or agents may have a right to change any
initial public offering price and any discounts or concessions that they allow
or re-allow or pay to dealers from time to time.

DIRECT SALES

We may also sell debt securities directly to one or more purchasers without
using underwriters or agents.

Underwriters, dealers, and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions they receive from us and any profit on
their resale of the debt securities may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters or agents will be
identified and their compensation described in the applicable prospectus
supplement. We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act. Underwriters, dealers and agents may engage in transactions
with or perform services for us in the ordinary course of their businesses.

We do not intend to list the debt securities on a securities exchange. Any
underwriters or dealers will not be obligated to make a market in the debt
securities. We cannot give you any assurance about how liquid or illiquid the
trading market for the debt securities will be.

VALIDITY OF DEBT SECURITIES

Kenneth C. Frazier, our Senior Vice President and General Counsel, will
pass upon the validity of the debt securities for us. Sullivan & Cromwell, New
York, New York will pass upon the validity of the debt securities for any
underwriters or agents. As of July 28, 2000, Mr. Frazier owned, directly and
indirectly, 3,888 shares of our common stock and exercisable options to purchase
92,250 additional shares of our common stock. Sullivan & Cromwell has from time
to time provided legal services to us.

EXPERTS

Arthur Andersen LLP, our independent public accountants, audited our
consolidated financial statements as of December 31, 1999 and 1998 and for each
of the three years in the period ended

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December 31, 1999, which appear in our annual report on Form 10-K, for the
fiscal year ended December 31, 1999, as indicated in their reports. We
incorporate those consolidated financial statements in this prospectus, and we
do so in reliance upon the reports of Arthur Andersen LLP and upon the authority
of them as experts in auditing and accounting.

WHERE YOU CAN FIND
MORE INFORMATION

- our annual report on Form 10-K for the year ended December 31, 1999, file
number 1-3305;

- our amended annual report on Form 10-K/A for the year ended December 31,
1999, file number 1-3305;

- our quarterly report on Form 10-Q for the quarter ended March 31, 2000,
file number 1-3305; and

- any future filings we make with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
debt securities.

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Corporate Secretary
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, New Jersey 08889-0100
(908) 423-1000

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these debt securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front cover of
those documents.