UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ~~of 1934~~OF 1934

Date of Report (Date of earliest event reported): March 12 22, 2012

MEDCO HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31312	22-3461740
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Parsons Pond Drive, Franklin Lakes, NJ		07417
(Address of Principal Executive Offices)		(Zip Code)

100 Parsons Pond Drive, Franklin Lakes, NJ 07417

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 201-269-3400

~~Not~~(Former ~~Applicable~~name or former address, if changed since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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:

¨	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 8.01. Other Events.

AsOn ~~previously disclosed, on February~~March 1022, 2012, ~~each of~~ Medco Health Solutions, Inc. (the “~~Medco~~Company”) ~~and~~entered ~~Express~~into ~~Scripts,~~a ~~Inc.~~settlement ~~(“Express~~agreement ~~Scripts”)~~with ~~certified~~the asCalifornia Attorney toGeneral’s ~~its~~Office ~~substantial~~with ~~compliance~~regard ~~with~~to ~~the~~its ~~Request~~inquiry ~~for~~into, ~~Additional~~among ~~Information~~other ~~(commonly~~things, ~~referred~~the toactivities as of a ~~“second~~former ~~request”)~~consultant ~~from~~of the UCompany.S. ~~Federal~~The ~~Trade~~settlement ~~Commission~~agreement ~~(the~~does ~~“FTC”)~~not ~~with~~include ~~respect~~any tofinding ~~their~~or ~~proposed~~admission ~~mergers~~of (wrongdoing on the ~~“mergers”). While~~part of the ~~waiting~~Company ~~period~~or its ~~under~~employees. As part of the ~~Hart-Scott-Rodino~~settlement, ~~Act relating~~a to complaint and stipulated final judgment were also filed in the ~~mergers~~ ~~expires~~California Superior Court on March 12 23, 2012,. ~~each~~The ofstipulated final judgment requires that Medco take certain actions and ~~Express~~does ~~Scripts~~not ~~has~~constitute evidence ~~agreed~~of ~~with~~an admission by the ~~FTC~~Company ~~not~~regarding toany ~~close~~issue ~~the~~of ~~mergers~~law ator ~~that~~fact ~~time~~alleged in the complaint. ~~Medco~~ ~~and~~The ~~Express~~Company ~~Scripts~~has ~~continue~~agreed to ~~work~~pay ~~with~~ the ~~FTC~~California ~~and~~Attorney ~~expect~~General’s ~~that~~office ~~the~~$2.75 ~~mergers~~million ~~will~~in bereimbursement ~~completed by~~of costs related to the ~~earlier~~inquiry ~~part~~and settlement. ofThe ~~the~~stipulated ~~second~~judgment ~~quarter~~remains ofsubject ~~2012~~to judicial approval.

~~Cautionary~~The ~~Statement~~foregoing ~~Regarding~~description ~~Forward~~does not purport to be complete and is qualified in its entirety by reference to the complaint, settlement agreement, stipulated judgment and motion for entry of judgment, which are filed as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this Current Report on Form 8-~~Looking~~K ~~Statements~~and are incorporated herein by reference.

~~This~~On ~~report~~March 21, ~~contains~~2012, ~~“forward-looking~~the ~~statements”~~independent asmembers ~~that~~of ~~term is defined in~~ the ~~Private~~Company’s ~~Securities~~Board ~~Litigation Reform Act~~ of ~~1995. These~~ ~~statements~~Directors ~~involve~~concluded ~~risks~~their ~~and~~review ~~uncertainties~~of ~~that~~the ~~may~~matters ~~cause~~subject ~~results~~ to ~~differ materially from those set forth in~~ the ~~statements.~~California NoAttorney ~~forward-looking~~General’s ~~statement~~inquiry ~~can be guaranteed,~~ and ~~actual~~determined ~~results~~that: ~~may differ materially from those projected. We undertake~~ no ~~obligation~~employee toviolated ~~publicly update~~ any ~~forward-looking~~laws ~~statement, whether as a result of new information, future events,~~ or ~~otherwise.~~regulations; ~~Forward-looking~~no ~~statements~~employee inviolated ~~this report should be evaluated together with~~ the ~~risks and uncertainties that affect our business, particularly those mentioned in the Risk Factors section of the~~ Company’s ~~Annual~~Code ~~Report~~of onConduct; ~~Form 10-K~~ and ~~Quarterly~~all ~~Reports~~employees acted onethically, ~~Form 10-Q filed~~ with ~~the~~integrity, ~~Securities~~transparency and ~~Exchange~~in ~~Commission~~good faith.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description
99.1		Complaint, titled The People of the State of California v. Medco Health Solutions, Inc., filed in the Superior Court of the State of California, County of San Francisco on March 23, 2012

99.2		Settlement Agreement and Release by and between Medco Health Solutions, Inc. and the California Attorney General’s Office, dated March 22, 2012

99.3		Stipulated Final Judgment of the Superior Court of the State of California, County of San Francisco

99.4		Joint Motion for Entry of Judgment filed in Superior Court of California, County of San Francisco on March 23, 2012

SIGNATURES

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

MEDCO HEALTH SOLUTIONS, INC. By: /s/ Thomas M. Moriarty Thomas M. Moriarty General Counsel, Secretary and President, Global Pharmaceutical Strategies

~~Date:~~EXHIBIT ~~March 12,~~INDEX ~~2012~~


Exhibit No.		Description

99.1		Complaint, titled The People of the State of California v. Medco Health Solutions, Inc., filed in the Superior Court of the State of California, County of San Francisco on March 23, 2012

99.2		Settlement Agreement and Release by and between Medco Health Solutions, Inc. and the California Attorney General’s Office, dated March 22, 2012

99.3		Stipulated Final Judgment of the Superior Court of the State of California, County of San Francisco

99.4		Joint Motion for Entry of Judgment filed in Superior Court of California, County of San Francisco on March 23, 2012

MEDCO HEALTH SOLUTIONS, INC.

Date: March 23, 2012

/s/ Thomas M. Moriarty

Thomas M. Moriarty

General Counsel, Secretary and

President, Global Pharmaceutical Strategies

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