8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 11, 2005

ACCREDO HEALTH, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-25769
(Commission File Number) 62-1642871
(IRS Employer Identification No.)

1640 Century Center Pkway, Suite 101,
Memphis, Tennessee
(Address of Principal Executive Offices) 38134
(Zip Code)

(901) 385-3688
(Registrant’s Telephone Number, Including Area Code)

N/A
(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 (see General Instruction A.2. below):

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

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

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

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

Item 8.01 Other Events.

On July 11, 2005, Accredo Health, Incorporated (“Accredo”) issued a press release announcing the date of the special meeting of Accredo’s stockholders to consider and vote on a proposal to adopt the Agreement and Plan of Merger among Accredo, Medco Health Solutions, Inc. and Raptor Merger Sub, Inc. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

     Exhibit 99.1 Press Release, dated July 11, 2005.      

SIGNATURES

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.

Accredo Health, Incorporated
By:	/s/ Thomas W. Bell, Jr.
	Thomas W. Bell, Jr.
	General Counsel and Secretary

Dated: July 11, 2005

EXHIBIT INDEX

Exhibit 99.1 Press Release, dated July 11, 2005.

-2-

EX-99.1

                                                                   EXHIBIT 99.1


                                              Financial Contact: Joel Kimbrough
                                                                   901.385.3621
                                       Investor Relations Contact: Kerry Finney
                                                                   901.381.7442


For Immediate Release

ACCREDO HEALTH, INC. SETS SHAREHOLDER MEETING

Memphis, TN, July 11, 2005 - Accredo Health, Incorporated (NASDAQ:ACDO)
announced today that it plans to hold a special shareholders meeting on August
17, 2005 at 10:00 am CT at its offices located at 7420 Goodlett Farms Parkway,
Suite 110, Cordova, TN 38016. The purpose of the special meeting is for the
Accredo shareholders to consider and vote upon Accredo's proposed merger with
Medco Health Solutions, Inc. (NYSE: MHS). The Securities and Exchange Commission
(SEC) has declared effective the Form S-4 Registration Statement filed by Medco,
which includes Accredo's proxy statement. The acquisition of Accredo remains
subject to approval by its shareholders and other customary closing conditions.
Accredo will mail its proxy materials to shareholders of record as of June 30,
2005. Assuming approval by the Accredo shareholders, Accredo expects the closing
of the transaction will occur on the next business day following the special
meeting.

Accredo Health, Incorporated provides specialized pharmacy and related services
pursuant to agreements with biotechnology drug manufacturers relating to the
treatment of patients with certain costly, chronic diseases. The Company's
services include collection of timely drug utilization and patient compliance
information, patient education and monitoring through the use of written
materials and telephonic consultation, reimbursement expertise and overnight
drug delivery.

Medco Health Solutions, Inc., a leading pharmacy benefit manager with the
nation's largest mail order pharmacy operations, assists its customers to
moderate the cost and enhance the quality of prescription drug benefits provided
to members nationwide. Its customers include private- and public-sector
employers and healthcare organizations. Medco is traded on the New York Stock
Exchange under the symbol MHS. On the Net: http://www.medco.com.

This news release contains statements that constitute forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended by the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding benefits of
the proposed transaction, expected synergies, anticipated future financial and
operating performance and results and the expected closing date of the
transaction. These statements are based on the current expectations of
management of both companies. There are a number of risks and uncertainties that
could cause actual results to differ materially. For example, the companies may
be unable to obtain stockholder or regulatory approvals required for the
transaction; problems may arise in successfully integrating the businesses of
the two companies; the transaction may involve unexpected costs; the combined
company may be unable to achieve cost-cutting synergies; the businesses may
suffer as a result of uncertainty surrounding the transaction; and the industry
may be subject to future regulatory or legislative actions. Other unknown or
unpredictable factors also could have material adverse effects on future
results, performance or achievements of the two companies.

In connection with the proposed transaction, on March 24, 2005, Medco Health
Solutions, Inc. ("Medco") filed a registration statement (File no.: 333-123571),
including a preliminary proxy statement of Accredo Health, Incorporated
("Accredo"), with the Securities and Exchange Commission (the "SEC"). Accredo
shareholders are urged to read the registration statement, including the
preliminary proxy statement, and other materials (including the definitive proxy
statement) when they are available because they contain important information.
Investors may obtain free copies of the registration statement and proxy
statement, as well as other filings containing information about Medco and
Accredo, without charge, at the SEC's Internet site (http://www.sec.gov).
Accredo's filings may be accessed and downloaded for free by clicking on
Investor Relations at the Accredo web site (www.accredohealth.com) and Accredo's
filings and the registration statement filed by Medco may be obtained by
directing a request to Accredo Health, Incorporated, Investor Relations, 1640
Century Center Parkway, Suite 101, Memphis, TN 38134.

Medco, Accredo and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from Accredo shareholders in respect of the proposed
transaction. Information regarding Medco's directors and executive officers is
available in Medco's proxy statement for its 2005 annual meeting of
stockholders, filed April 14, 2005, and information regarding Accredo's
directors and executive officers is available in Accredo's proxy statement for
its 2004 annual meeting of stockholders, filed October 15, 2004. Additional
information regarding the interests of such potential participants is included
in the registration and proxy statement referenced above and the other relevant
documents filed with the SEC.

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