FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GRIFFIN BRIAN T 		2. Issuer Name and Ticker or Trading Symbol

MEDCO HEALTH SOLUTIONS INC [ MHS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, International
(Last)          (First)          (Middle)

100 PARSONS POND DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/2/2012
(Street)

FRANKLIN LAKES, NJ 07417
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   4/2/2012     D    112123.0000   (1) D $0.0000   0.0000   D    
Common Stock   4/2/2012     D    702.9400   D $0.0000   0.0000   I   By 401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   $50.3500   4/2/2012     D         92710.0000      (2) 2/21/2018   Common Stock   92710.0000   $0.0000   (3) 0.0000   D    
Stock Option   $64.1400   4/2/2012     D         94160.0000      (2) 2/24/2022   Common Stock   94160.0000   $0.0000   (3) 0.0000   D    
Stock Option   $62.6300   4/2/2012     D         91350.0000      (2) 2/25/2021   Common Stock   91350.0000   $0.0000   (3) 0.0000   D    
Stock Option   $40.5800   4/2/2012     D         72457.0000      (2) 2/26/2019   Common Stock   72457.0000   $0.0000   (3) 0.0000   D    
Stock Option   $63.2400   4/2/2012     D         98260.0000      (2) 2/26/2020   Common Stock   98260.0000   $0.0000   (3) 0.0000   D    

Explanation of Responses:
( 1)  Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Express Scripts, Inc. ("Merger"), upon closing of the Merger, each common share of the Issuer was converted into 0.81 shares of Express Scripts Holding Company common stock and $28.80 cash. Includes 85,740 stock units that vested on varying dates pursuant to the terms of the plans under which they were granted. Stock units that had not vested prior to the Merger, vested upon the reporting person's termination of service as a director. Pursuant to the Merger Agreement, upon closing of the Merger, each stock unit was converted into a unit with respect to the common stock of Express Scripts Holding Company in accordance with the exchange ratio set forth in the Merger Agreement.
( 2)  The options vested and became exercisable on varying dates pursuant to the terms of the plans under which they were granted. Options that had not vested prior to the Merger, vested upon the reporting person's termination of employment thereafter.
( 3)  Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Express Scripts Holding Company in accordance with the exchange ratio set forth in the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GRIFFIN BRIAN T
100 PARSONS POND DRIVE
FRANKLIN LAKES, NJ 07417

President, International

Signatures
Colleen M. McIntosh, Attorney in Fact 4/3/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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