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 22 28, 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.)

Delaware

~~100~~(State ~~Parsons~~or ~~Pond~~other ~~Drive,~~jurisdiction ~~Franklin~~of ~~Lakes,~~incorporation) ~~NJ 07417~~

(Address of principal executive offices, including zip code)


1-31312		22-3461740
(Commission File Number)		(I.R.S. Employer Identification No.)


100 Parsons Pond Drive, Franklin Lakes, NJ		07417
(Address of principal executive offices)		(Zip Code)

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

~~(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:

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):

¨	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.

OnUnder ~~March 22,~~the ~~2012,~~terms ~~Medco~~of ~~Health Solutions Inc. (~~the ~~“Company”)~~previously ~~entered~~announced ~~into~~Agreement aand ~~settlement~~Plan ~~agreement~~of ~~with~~Merger (the ~~California Attorney~~“merger ~~General’s~~agreement”) ~~Office~~by ~~with~~and ~~regard~~among toMedco ~~its~~Health ~~inquiry into~~Solutions, ~~among~~Inc. ~~other things~~(“Medco”), ~~the~~Express ~~activities~~Scripts, ofInc. (“Express aScripts”), ~~former~~Aristotle ~~consultant~~Holding, ~~of the Company~~Inc., ~~The~~a ~~settlement~~Delaware ~~agreement~~corporation ~~does~~and ~~not~~wholly ~~include~~owned ~~any~~subsidiary ~~finding~~of orExpress ~~admission~~Scripts of(“Parent”), ~~wrongdoing~~Aristotle onMerger ~~the~~Sub, ~~part~~Inc., ofa ~~the~~Delaware ~~Company~~corporation ~~or its~~and ~~employees.~~wholly Asowned ~~part~~subsidiary of ~~the settlement~~Parent, ~~a complaint~~ and ~~stipulated~~Plato Merger ~~final~~Sub, ~~judgment~~Inc., ~~were~~a ~~also~~Delaware ~~filed~~corporation inand ~~the~~wholly ~~California~~owned ~~Superior~~subsidiary ~~Court~~of onParent, ~~March~~following 23closing, ~~2012.~~each ~~The~~of ~~stipulated~~Express ~~final~~Scripts ~~judgment~~and ~~requires that~~ Medco ~~take~~will ~~certain~~become ~~actions~~direct, ~~and~~wholly–owned ~~does~~subsidiaries ~~not~~of ~~constitute evidence~~Parent. ofAs ana ~~admission~~result byof the ~~Company~~transactions ~~regarding~~contemplated ~~any~~by ~~issue~~the merger ofagreement, ~~law~~former orMedco ~~fact~~and ~~alleged~~Express inScripts ~~the~~stockholders ~~complaint.~~will ~~The~~own ~~Company~~stock ~~has~~in ~~agreed~~Parent, towhich, ~~pay~~following the ~~California~~closing, ~~Attorney~~is ~~General’s~~expected ~~office~~to ~~$2.75~~be ~~million~~renamed in“Express ~~reimbursement~~Scripts ofHolding ~~costs~~Company” ~~related~~and to ~~the~~list ~~inquiry~~its ~~and settlement.~~common ~~The~~stock ~~stipulated~~on ~~judgment~~the ~~remains subject to judicial approval~~NASDAQ.

~~The~~Medco ~~foregoing~~and ~~description~~Express ~~does~~Scripts ~~not~~have ~~purport~~previously toannounced ~~be complete~~that ~~and~~the isparties ~~qualified~~expected inthat ~~its~~the ~~entirety~~mergers will be completed by ~~reference~~the toearlier part of the ~~complaint,~~second quarter ~~settlement~~of ~~agreement,~~2012. ~~stipulated~~Medco ~~judgment~~now ~~and~~expects ~~motion~~the ~~for~~parties ~~entry~~may ofbe ~~judgment,~~in ~~which~~a ~~are~~position ~~filed~~to close the transaction as ~~Exhibits~~early ~~99.1,~~as ~~99.2,~~the ~~99.3~~week ~~and~~of ~~99.4~~April 2, ~~respectively~~2012, subject to ~~this~~satisfaction ~~Current~~or ~~Report~~waiver onof ~~Form~~the remaining closing conditions. There is no assurance that the closing ~~8-K~~conditions ~~and~~will ~~are~~be ~~incorporated~~satisfied ~~herein~~or bythat ~~reference~~the proposed mergers will be consummated.

OnCautionary ~~March 21,~~Statement ~~2012,~~Regarding ~~the~~Forward-Looking ~~independent members of the Company’s Board of~~Statements Directors concluded their review of the matters subject to the California Attorney General’s inquiry and determined that: no employee violated any laws or regulations; no employee violated the Company’s Code of Conduct; and all employees acted ethically, with integrity, transparency and in good faith.

~~Item 9~~This report contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.01 These statements involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. ~~Financial~~No ~~Statements~~forward-looking statement can be guaranteed, and ~~Exhibits~~actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in 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 Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

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 has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDCO HEALTH SOLUTIONS, INC.	~~MEDCO HEALTH SOLUTIONS, INC.~~
Date: March 23, 2012		By:	/s/ Thomas M. Moriarty
Date: March 28, 2012	By:	/s/ Thomas M. Moriarty
		Thomas M. Moriarty	~~Thomas M. Moriarty~~
		General Counsel, Secretary and President, Global Pharmaceutical Strategies	~~General Counsel, Secretary and President, Global Pharmaceutical Strategies~~

EXHIBIT INDEX

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

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