SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2011

WALGREEN CO.

(Exact name of registrant as specified in its charter)

Illinois		1-604		36-1924025
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

200 Wilmot Road, Deerfield, Illinois		60015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 914-2500

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

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     On March 9, 2011, Walgreen Co. (the “Company”) issued a press release announcing the execution of a definitive purchase agreement between the Company and Catalyst Health Solutions, Inc., pursuant to which Catalyst agreed to acquire Walgreens pharmacy benefit management business, Walgreens Health Initiatives, Inc. The closing of the transaction is subject to the satisfaction of certain closing conditions. A copy of this press release is attached hereto as Exhibit 99.1. This report shall not be deemed an admission as to the materiality of any of the events described herein or in the exhibit hereto.

(d) Exhibits

Exhibit				Description
	99.1			Press Release of Walgreen Co. dated March 9, 2011

Cautionary Note Regarding Forward-Looking Statements

     Statements in this report that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to vary materially from those indicated, including: the ability to satisfy the closing conditions and timely consummate the proposed transaction, the ability to accurately forecast the financial and accounting consequences of the proposed transaction, and other factors described in Walgreens Annual Report on Form 10-K for the year ended August 31, 2010 and subsequent SEC filings, which risks and uncertainties are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except to the extent required by law, Walgreens disclaims any obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.

SIGNATURE

     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.