UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 2, 2005

ACCREDO HEALTH, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


000-25769		62-1642871
(Commission File Number)		(IRS Employer Identification No.)

1640 Century Center Pkway, Suite 101, Memphis, Tennessee		38134
(Address of Principal Executive Offices)		(Zip Code)

(901) 385-3688

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2005, Accredo Health, Incorporated (the “Company”) issued a press release reporting on its financial results for the quarter ended March 31, 2005. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information included or incorporated in this Item 2.02 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On May 2, 2005, the Company issued a press release reporting on its financial results for the quarter ended March 31, 2005 which includes information regarding the Company’s pending acquisition by Medco Health Solutions, Inc. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits.


Exhibit 99.1		Press release, dated May 2, 2005, announcing the Company’s financial results for the quarter ended March 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Accredo Health, Incorporated

By:		/s/ Thomas W. Bell, Jr.
		Thomas W. Bell, Jr.
		Senior Vice President and
		General Counsel

Dated: May 2, 2005

EXHIBIT INDEX


Exhibit 99.1		Press release, dated May 2, 2005, announcing the Company’s financial results for the quarter ended March 31, 2005.

ACCREDO HEALTH INC 8-K