Form 3 FITZPATRICK STEVEN R For: Aug 31 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FITZPATRICK STEVEN R

(Last)

(First)

(Middle)

100 PARSONS POND DRIVE

(Street)

FRANKLIN LAKES

07417

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2009

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)
Pres, Accredo Health, Inc.

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 Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,363.4634 ⁽¹⁾	D

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 Excercise 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 Excercise 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⁾	04/30/2016	Common Stock	40,000	$ 25.8	D
Stock Option	⁽³⁾	09/15/2015	Common Stock	30,534	$ 27.19	D
Stock Option	⁽⁴⁾	02/23/2016	Common Stock	27,500	$ 28.17	D
Stock Option	⁽⁵⁾	02/22/2017	Common Stock	22,020	$ 33.7	D
Stock Option	⁽⁶⁾	02/26/2019	Common Stock	20,020	$ 40.58	D
Stock Option	⁽⁷⁾	02/21/2018	Common Stock	13,680	$ 50.35	D

Explanation of Responses:

1. Includes awards of restricted stock units that will vest subject to continued employment as follows: 7,730 shares on February 23, 2010; 4,320 shares on February 22, 2011; and 5,980 shares on February 27, 2012.

2. This award is vested with respect to 30,000 shares. The balance of the award will vest on May 1, 2010, subject to continued employment.

3. This award is vested with respect to 11, 034 shares. The balance of the award will vest on September 16, 2009, subject to continued employment.

4. This award is vested with respect to 20,622 shares. The balance of the award will vest on February 24, 2010, subject to continued employment.

5. This award is vested with respect to 14,680 shares. The balance of the award will vest on February 23, 2010, subject to continued employment.

6. This award will vest in three annual installments beginning on February 27, 2010, subject to continued employment.

7. This award is vested with respect to 4,560 shares. The balance of the award will vest as follows: 4,560 shares on February 22, 2010 and 4,560 shares on February 22, 2011, in each case, subject to continued employment.

	Colleen M. McIntosh, Attorney in Fact	09/04/2009
	** 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.

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