Ownership Submission
FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MERLO LARRY J
   2. Issuer Name and Ticker or Trading Symbol
CVS CAREMARK CORP [CVS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
ONE CVS DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011
(Street)

WOONSOCKET, RI 02895-		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 (restricted) 04/01/2011   A   64,360 (1) A $ 34.96 241,752 D  
Common Stock 04/03/2011   F   3,091 (2) D $ 34.96 147,285.8541 D  
Common Stock               328,448.7693 I By Trust As Beneficiary
ESOP Common Stock               6,171.6477 I By ESOP
Stock Unit               204,432.9091 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 $ 34.96 04/01/2011   A   241,150   04/01/2012(3) 04/01/2018 Common Stock 241,150 $ 34.96 241,150 D  
Phantom Stock Credits $ 1 (4)               (5)(6)   (5)(6) Common Stock 5,220.6072   5,220.6072 D  
Stock Option $ 14.9625             01/02/2003 01/02/2012 Common Stock 144,822   144,822 D  
Stock Option $ 12.5625             01/09/2005 01/09/2013 Common Stock 80,000   80,000 D  
Stock Option $ 30.035             04/03/2007(7) 04/03/2013 Common Stock 161,359   161,359 D  
Stock Option $ 34.42             04/02/2008(8) 04/02/2014 Common Stock 136,089   136,089 D  
Stock Option $ 41.17             04/01/2009(9) 04/01/2015 Common Stock 144,144   144,144 D  
Stock Option $ 28.1             04/01/2010(10) 04/01/2016 Common Stock 185,572   185,572 D  
Stock Option $ 36.23             04/01/2011(11) 04/01/2017 Common Stock 152,988   152,988 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MERLO LARRY J
ONE CVS DRIVE
WOONSOCKET, RI 02895-		   X     President and CEO  

Signatures

 Larry J. Merlo   04/05/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of Restricted Stock Units awarded pursuant to Issuer's 2010 Incentive Compensation Plan. Restrictions lapse in two equal installments, 50% on 4/1/2014 and 50% on 4/1/2016.
(2) Surrender of shares in payment of withholding taxes due.
(3) Option becomes exercisable in four equal annual installments, commencing 4/1/2012.
(4) Each share credit is equivalent to one share; 1-for-1 conversion.
(5) Reflects 2002 and 2003 year end company match share credits of 33 and 27, respectively, under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.
(6) Reflects year end company match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such timee as has been elected by the reporting person.
(7) Option became exercisable in three equal annual installments, commencing 4/3/2007.
(8) Option became exercisable in three equal annual installments, commencing 4/2/2008.
(9) Option became exercisable in three equal annual installments, commencing 4/1/2009.
(10) Option became exercisable in three equal annual installments, commencing 4/1/2010.
(11) Option became exercisable in three equal annual installments, commencing 4/1/2011.

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