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 *
Foulkes Helena
  2. Issuer Name and Ticker or Trading Symbol
CVS CAREMARK CORP [CVS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(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 (pep) 04/01/2011   A   4,291 (1) A $ 34.96 4,291 D  
Common Stock (restricted) 04/01/2011   A   12,872 (2) A $ 34.96 39,804 D  
Common Stock 04/03/2011   F   4,240 (3) D $ 34.96 23,038.6051 D  
ESOP Common Stock               3,782.5068 I By ESOP
Stock Unit               8,313.9429 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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   42,910   04/01/2014(4) 04/01/2021 Common Stock 42,910 $ 34.96 42,910 D  
Stock Option $ 34.96 04/01/2011   A   48,230   04/01/2012(5) 04/01/2018 Common Stock 48,230 $ 34.96 48,230 D  
Phantom Stock Credits $ 0               (6)   (7) Common Stock 2,088   2,088 I Direct
Stock Option $ 30.04               (8) 04/03/2013 Common Stock 20,286   20,286 D  
Stock Option $ 22.45             01/05/2008 01/05/2012 Common Stock 16,667   16,667 D  
Stock Option $ 34.42             04/02/2008(9) 04/02/2014 Common Stock 23,438   23,438 D  
Stock Option $ 41.17             04/01/2009(10) 04/01/2015 Common Stock 47,568   47,568 D  
Stock Option $ 28.1             04/01/2010(11) 04/01/2016 Common Stock 64,237   64,237 D  
Stock Option $ 36.23             04/01/2011(12) 04/01/2017 Common Stock 53,546   53,546 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Foulkes Helena
ONE CVS DRIVE
WOONSOCKET, RI 02895-
      Executive Vice President  

Signatures

 Helena Foulkes   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 Partnership Equity Program under the 2010 Incentive Compensation Plan. Restrictions lapse 4/1/2016.
(2) 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.
(3) Surrender of shares in payment of withholding taxes due.
(4) Option becomes exercisable in three equal annual installments, commencing 4/1/2014.
(5) Option becomes exercisable in four equal annual installments, commencing 4/1/2012.
(6) Reflects year-end company-match share credits 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.
(7) Reflects year-end company-match share credits 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.
(8) Remaining option became exercisable in two equal annual installments on 4/3/08 and 4/3/09.
(9) Option became exercisable in three equal annual installments, commencing 4/2/2008.
(10) Option became exercisable in three equal annual installments, commencing 4/1/2009.
(11) Option became exercisable in three equal annual installments, commencing 4/1/2010.
(12) Option became exercisable in three equal annual installments, commencing 4/1/2011.

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