DEFA14A

As filed with the Securities and Exchange Commission on February 23, 2005

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x  Soliciting Material Pursuant to Rule14a-12

ACCREDO HEALTH, INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)  Title of each class of securities to which transaction applies:

(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)  Proposed maximum aggregate value of transaction:

(5)  Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing Party:

(4)  Date Filed:

*******

In connection with the proposed transaction, Medco intends to file a registration statement, including a proxy statement of Accredo Health, Incorporated and other materials with the Securities and Exchange Commission (SEC). Investors are urged to read the registration statement and other materials when they are available because they contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, when they become available, as well as other filings containing information about Medco and Accredo, at the SEC’s Internet site (http://www.sec.gov). These documents also may be accessed and downloaded for free from Medco’s Investor Relations Web site, www.medco.com, or obtained for free by directing a request to Medco Health Solutions, Inc. Investor Relations Department, 100 Parson Pond Drive, F1-6, Franklin Lakes, NJ, 07417. Copies of Accredo’s filings may be accessed and downloaded for free at Accredo’s Investor Relations Web site, www.accredohealth.net, or obtained for free by directing a request to Accredo Health, Incorporated Investor Relations, 1640 Century Center Parkway, 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 stockholders in respect of the proposed transaction. Information regarding Medco’s directors and executive officers is available in Medco’s proxy statement for its 2004 annual meeting of stockholders, dated March 19, 2004, and information regarding Accredo’s directors and executive officers is available in Accredo’s proxy statement, dated Oct. 19, 2004, for its 2004 annual meeting of stockholders. Additional information regarding the interests of such potential participants will be included in the registration and proxy statement and the other relevant documents filed with the SEC when they become available.

*******

- 2 -

EX-99.1

	David B. Snow, Jr.	Medco Health Solutions, Inc.
	Chairman, President & CEO	100 Parsons Pond Drive Franklin Lakes, NJ 07417

To All Accredo Employees:

This is an exciting day for both of our companies and I thank David Stevens for the opportunity to share some thoughts with his Accredo colleagues.

For years, our companies have been innovators and leaders. As Medco has shaped and defined the pharmacy benefit management space, Accredo has done the same with specialty pharmacy, growing rapidly into the mainstream, raising standards and driving innovation across the pharmacy industry.

Since we began working together a year ago, it became increasingly clear that our businesses and our cultures – built on providing world-class service and industry leading clinical excellence, with a passion for our clients and patients – were both aligned and complementary.

And that’s what makes the agreement that we are announcing today a natural evolution of this relationship. From the pills and capsules of traditional pharmacy to the injectables and biotech medicines of specialty pharmacy, this enhances our combined end-to-end leadership in the management of the full pharmacy spectrum for our clients and their members.

Accredo is a great company, with skilled and talented employees, enlightened leadership and trusting relationships with payors, physicians and pharmacists. I hope you share my enthusiasm over today’s announcement and I look forward to working with all of you.

Regards,

Dave Snow

Safe Harbor Statement

This document 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. 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. This document includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have posted our press release, including certain supplemental information, on the Investor Relation’s section of www.medco.com.

Additional Information and Where to Find It

In connection with the proposed transaction, Medco intends to file a registration statement, including a proxy statement of Accredo Health, Incorporated and other materials with the Securities and Exchange Commission (SEC). Investors are urged to read the registration statement and other materials when they are available because they contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, when they become available, as well as other filings containing information about Medco and Accredo, at the SEC’s Internet site (http://www.sec.gov). These documents also may be accessed and downloaded for free from Medco’s Investor Relations Web site, www.medco.com, or obtained for free by directing a request to Medco Health Solutions, Inc. Investor Relations Department, 100 Parson Pond Drive, F1-6, Franklin Lakes, NJ, 07417. Copies of Accredo’s filings may be accessed and downloaded for free at Accredo’s Investor Relations Web site, www.accredohealth.net, or obtained for free by directing a request to Accredo Health, Incorporated Investor Relations, 1640 Century Center Parkway, 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 stockholders in respect of the proposed transaction. Information regarding Medco’s directors and executive officers is available in Medco’s proxy statement for its 2004 annual meeting of stockholders, dated March 19, 2004, and information regarding Accredo’s directors and executive officers is available in Accredo’s proxy statement, dated Oct. 19, 2004, for its 2004 annual meeting of stockholders. Additional information regarding the interests of such potential participants will be included in the registration and proxy statement and the other relevant documents filed with the SEC when they become available.

EX-99.2

1

Medco Health Solutions, Inc.

Acquisition of

Acc redo Health, Incorporated

Frequently Asked Questions

Dated February 23, 2005

We plan to keep employees informed on developments regarding the purchase agreement. The assembled Frequently Asked Questions are one of the many media we will be using to keep you posted on any significant developments as this agreement progresses over the coming months. We hope that this information will be of value to you and addresses questions you may have.

General

Q: Why has Accredo Health, Incorporated (ACDO) signed this acquisition agreement with Medco Health Solutions, Inc. (Medco)?

A: Medco Health Solutions (NYSE:MHS), the nation’s leading pharmacy benefits manager announced today their intent to acquire ACDO. Since the execution of our 10-year strategic alliance last year to provide enhanced specialty pharmacy offerings designed to improve the quality and affordability of a select group of specialty drug therapies for clients and patients with long-term chronic diseases, both companies recognized the value of making this business relationship a permanent one.

Together our companies have been expanding their specialty drug offering, while delivering the highest level of service in the market place and making available to our clients a cost-effective, single source solution of specialty products.

We believe the proposed transaction will benefit both companies, our employees, customers and shareholders. This combination will enhance our service capabilities even further.

Q: Who is Medco Health Solutions, Inc.?

A: Medco is the nation’s leading pharmacy benefits manager, based on its 2004 net revenues of over $35 billion with a net income of $481.6 million. It was listed No. 41 on the 2004 Fortune 500 list.

Medco is well-positioned in the specialty pharmacy service market to lead through clinical excellence and operational discipline. Medco assists its clients to moderate the cost and enhance the quality of prescription drug.

Medco manages the nation’s largest mail order pharmacies, which are regarded as the industry’s most technically advanced. They are responsible for delivering high-quality pharmaceutical healthcare and world-class service to members from healthcare organizations and private and public-sector employers, including approximately 190 of the Fortune 500 companies. They dispensed a record 87.7 million prescriptions from their own mail order pharmacies in 2004, where they employ more than 2,000 pharmacists, and Medco managed more than 400 million additional prescriptions that were filled through a network of almost 60,000 retail pharmacies.

Four consecutive years, Medco also earned the highest ranking in overall customer satisfaction with prescription drug benefits and services from J.D. Power and Associates and Wilson Rx—achievements unprecedented and unrivaled in the industry. In December 2004, Medco’s network of mail order pharmacies achieved a perfect score of 100 from the Joint Commission on Accreditation of Healthcare Organizations (JCAHO), placing Medco in the highest 5 percent of organizations reviewed.

CONFIDENTIAL

For Company Internal Use Only

2

Medco Health Solutions, Inc.

Acquisition of

Acc redo Health, Incorporated

Frequently Asked Questions

Dated February 23, 2005

Medco’s corporate headquarters is based in Franklin Lakes, NJ. They have approximately 13,500 employees and a national network of pharmacies with 5 major front-end pharmacies processing prescriptions and conducting clinical review (Fairfield, OH, Fort Worth, TX, Liberty Lake, WA, and Tampa, FL), 2 automated dispensing pharmacies (Las Vegas, NV and Willingboro, NJ), 3 pharmacies that do both prescription processing and dispensing (specialty pharmacy location in Columbus, OH, Las Vegas, NV and Richmond, VA), and 5 customer call centers (Columbus, OH, Dublin, OH, Hidden River, FL, Irving, TX and Las Vegas, NV).

For more info, visit www.medco.com

Q: What are the financial terms of the acquisition of ACDO by Medco?

A: Medco will acquire all of the outstanding common stock of ACDO for a value of approximately $44 per share to be paid in an equal combination of cash and Medco common stock. The transaction is contingent upon approval by the applicable Federal regulatory agencies and approval by Accredo shareholders.

Q: When do you anticipate the deal to close and what are the critical steps that have to take place prior to closing?

A: The agreement remains subject to both regulatory and ACDO shareholders approval. Presuming those are obtained, we anticipate that this transaction could be concluded as early as mid-2005. Of course, this time frame remains an estimate and is subject to some variables beyond our control.

In the meantime, by statute we will continue to operate independently as separate companies and maintain a focus on quality of care to our patients and a commitment to our business partners, i.e. manufacturers, referral sources, managed care and governmental payor sources, partnerships and vendors.

Q: How does the potential acquisition impact how we conduct business during the transition period?

A: Until this agreement closes, you should continue to conduct business as we have in the past. The ACDO brand name will continue its presence in the market place as the nation’s leading provider of “niche” specialty bio-pharmaceuticals and services.

Medco and Accredo share a commitment to enhancing patient care for specialty drugs and ensuring compliance to improve patient care and quality of life.

Q: How will our business relationship with our preferred manufacturers, payors, physicians, partnerships, referral sources and vendors be affected after the deal closes?

A: We have forged strong working relationship with our business partners over the years. We do not anticipate any major changes with these relationships after the transaction is completed.

It is our intention to maintain and continue to strengthen our relationships with our business partners.

CONFIDENTIAL

For Company Internal Use Only

3

Medco Health Solutions, Inc.

Acquisition of

Acc redo Health, Incorporated

Frequently Asked Questions

Dated February 23, 2005

Q: What is Medco’s plan for ACDO after the transaction closes and how will it be managed?

A: Medco plans to operate and manage Accredo as an independent business, retaining its successful business model and brands, culture and focus. ACDO will continue to operate under the existing identities (i.e. Accredo Health, Incorporated, Accredo Health Group, Accredo Nova Factor, Accredo Therapeutics, and Hemophilia Health Services).

David Stevens will continue to be responsible for the operations of ACDO along with other members of the senior management team.

Q: When will the Company notify employees of their employment status?

A: Upon consummation of the transaction, Accredo will become a subsidiary of Medco. Accredo employees will remain employees of Accredo.

Q: What will happen to my ACDO stock options?

A: Upon the close of the transaction, all outstanding ACDO Stock Options shall become fully vested and all restrictions on outstanding awards shall lapse. In other words the exercisability of granted Stock Options will accelerate and be fully vested. To the extent that this provision causes any of your Incentive Stock Options to exceed the dollar limitation of $100,000.00 in the calendar year, your excess options shall be deemed to be Non-Qualified Stock Options.

Q: What should I do if the media or investors contact me?

A: It is important that we speak with one voice as a Company. Therefore, if you are contacted by any outside person such as the media, investors and/or suppliers concerning this purchase agreement, please refer such inquiries to our CFO, Joel Kimbrough at (901) 385-3613.

Q: If I have a question my supervisor or manager is unable to answer, whom do I call?

A: You can direct any questions to your Human Resources Director or management team. You also can listen to a replay of the conference call both companies will hold to review the transaction.

Management from both companies will hold a conference call to review the transaction on February 23, 2005 at 8:30 a.m. (EST).

A replay of the call will be available two hours after the event on February 23, 2005 through March 23, 2005. Dial in: (800) 642-1687 from inside the U.S., or (706) 645-9291 from outside the U.S. Please use password # 4165544.

CONFIDENTIAL

For Company Internal Use Only

EX-99.3

MEMORANDUM

TO:	All Employees
FROM:	David D. Stevens
RE:	Purchase Agreement with Medco Health Solutions
DATE:	February 23, 2005

Today, Medco Health Solutions, Inc. announced the signing of a definitive agreement to acquire Accredo Health, Incorporated. We are especially pleased with the announcement because our combined companies will provide significant leadership in the specialty pharmacy business for many years to come and employees will also benefit by becoming part of a larger organization with expanded resources and expertise.

Under the terms of the definitive purchase agreement, Medco will acquire 100 percent of Accredo Health’s outstanding stock for a value of approximately $44 per share to be paid in an equal combination of cash and Medco common stock.

We have worked very closely with Medco, the nation’s leading pharmacy benefits manager (PBM) since the signing of our strategic alliance in February 2004 when our Company was designated their preferred retail and mail order pharmacy provider for specialty drug therapies served by Accredo.

Medco intends to manage Accredo as an independent business. We will retain our Accredo Health name and our successful business model continuing to deliver the highest quality of care to patients with long-term chronic diseases. We will maintain our focus on growing our business both through the addition of new specialty pharmacy products and gains in market share for our existing products and services. The combination of Accredo and Medco creates the opportunity to provide the full breadth of pharmacy services to both patient populations.

The transaction requires the approval of the Federal Trade Commission (FTC), which we expect will take some 45 days to receive. Once this process is completed, this purchase agreement will still be subject to Accredo shareholder approval. Therefore, we expect to close the transaction by mid-2005.

In the meantime, a Medco transition team will work closely with our Accredo management team to make the appropriate preparations so that once the transaction closes, we are well-positioned to leverage both organizations’ strengths, capabilities and resources to better serve our clients and grow our businesses.

We realize that change can be stressful to our employees, but we believe that this transaction will ensure a successful future for our organization. We ask you to stay focused on the business at hand and continue to provide quality care to our patients. We look forward to bringing you more specific information in the near future.

Medco Health Solutions, Inc.

Medco Health Solutions, Inc. is the nation’s leading pharmacy benefits manager, based on its 2004 net revenues of approximately $35.4 billion with a net income of $481.6 million. Medco stock started trading on the New York Stock Exchange on August 20, 2003 under the ticker symbol: MHS. It was listed No. 41 on the 2004 Fortune 500 list.

Medco is well-positioned in the specialty pharmacy service market to lead through clinical excellence and operational discipline. Their 2004 results are establishing a strong foundation for 2005 growth. Medco assists its clients to moderate the cost and enhance the quality of prescription drug benefits by providing services that perfectly suit each of their customers’ unique requirements, from managed care organizations and insurance carriers to government agencies, and large and small employers. They are responsible for delivering high-quality pharmaceutical healthcare and world-class service to members from healthcare organizations and private and public-sector employers including approximately 190 of the Fortune 500 companies. They dispensed a record 87.7 million prescriptions from their own mail order pharmacies in 2004, where they employ more than 2,000 pharmacists, and Medco managed more than 400 million additional prescriptions that were filled through a network of almost 60,000 retail pharmacies.

In September 2004, Medco, for the third straight year, was rated the number one PBM for customer satisfaction and the number one mail order pharmacy in the Wilson Rx Pharmacy Benefit Satisfaction Report. Four consecutive years, Medco also earned the highest ranking in overall customer satisfaction with prescription drug benefits and services from J.D. Power and Associates – both achievements unprecedented and unrivaled in the industry.

In December 2004, Medco’s network of mail order pharmacies achieved a perfect score of 100 from the Joint Commission on Accreditation of Healthcare Organizations (JCAHO), placing Medco in the highest 5 percent of organizations reviewed.

Medco’s corporate headquarters is based in Franklin Lakes, NJ. They have approximately 13,500 employees. Medco manages the nation’s largest mail order pharmacies, which are regarded as the industry’s most technically advanced with a network of 5 major front-end pharmacies processing prescriptions and conducting clinical review (Fairfield, OH, Fort Worth, TX, Liberty Lake, WA, and Tampa, FL), 2 automated dispensing pharmacies (Las Vegas, NV and Willingboro, NJ), 3 pharmacies that do both prescription processing and dispensing (specialty pharmacy location in Columbus, OH, Las Vegas, NV and Richmond, VA), and 5 customer call centers (Columbus, OH, Dublin, OH, Hidden River, FL, Irving, TX and Las Vegas, NV).

Management from both companies will hold a conference call to review the transaction on February 23, 2005 at 8:30 a.m. (EST).

A replay of the call will be available two hours after the event on February 23, 2005 through March 23, 2005.

Dial in: (800) 642-1687 from inside the U.S., or (706) 645-9291 from outside the U.S.

Please use password # 4165544.

For more information about Medco Health visit http://www.medco.com