SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cappucci Gabriel R.

(Last)

(First)

(Middle)

100 PARSONS POND DRIVE

(Street)

FRANKLIN LAKES

07417

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2008

3. Issuer Name and Ticker or Trading Symbol
MEDCO HEALTH SOLUTIONS INC [ MHS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Contr & Chief Acct. Off.

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,281⁽¹⁾	D
Common Stock	4,021	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽²⁾	02/29/2012	Common Stock	1,136	$13.8	D
Stock Option	⁽³⁾	02/26/2014	Common Stock	20,000	$16.26	D
Stock Option	⁽⁴⁾	02/24/2015	Common Stock	9,230	$22.1	D
Stock Option	⁽⁵⁾	02/23/2016	Common Stock	7,200	$28.17	D
Stock Option	⁽⁶⁾	02/22/2017	Common Stock	7,550	$33.7	D
Stock Option	⁽⁷⁾	02/21/2018	Common Stock	15,200	$50.35	D

Explanation of Responses:

1. Includes 2,800 restricted stock units that will vest on 2/24/2009, 2,650 restricted stock units that will vest on 2/23/2010, and 4,800 restricted stock units that will vest on 2/22/2011, in each case subject to continuted employment.

2. The options were originally granted by Merck & Co., Inc. on 3/1/02 and converted by their terms into options to purchase shares of the issuer. The options vest in three annual installments beginning 03/1/03, the first anniversary of the grant date.

3. The option vests and becomes exercisable in three annual installments beginning February 27, 2005, subject to continued employment.

4. The option vests and becomes exercisable in three annual installments beginning February 25, 2006, subject to continued employment.

5. The option vests and becomes exercisable in three annual installments beginning March 3, 2007 subject to continued employment.

6. The option vests and becomes exercisable in three annual installments beginning February 23, 2008 subject to continued employment.

7. The option vests and becomes exercisable in three annual installments beginning February 22, 2009 subject to continued employment.

Remarks:

	By: Colleen McIntosh, Attorney in Fact	03/18/2008
	** 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 5 (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 Number.