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 *
DIAMOND HARRIS
   2. Issuer Name and Ticker or Trading Symbol
CAREMARK RX INC [CMX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
211 COMMERCE STREET, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
03/22/2007
(Street)

NASHVILLE, TN 37201		 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, par value $.001 03/22/2007   M   13,462 A (1) 13,462 D  
Common Stock, par value $.001 03/22/2007   D   13,462 D (2) 0 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 $ 25.14 03/22/2007   D(3)     25,000 01/02/2004 01/02/2014 Common Stock, par value $.001 25,000 (3) 0 D  
Stock Option $ 12.25 03/22/2007   D(3)     5,000 01/12/2001 01/12/2011 Common Stock, par value $.001 5,000 (3) 0 D  
Stock Option $ 15.8 03/22/2007   D(3)     25,000 01/02/2002 01/02/2012 Common Stock, par value $.001 25,000 (3) 0 D  
Stock Option $ 17.2 03/22/2007   D(3)     25,000 02/25/2003 02/25/2013 Common Stock, par value $.001 25,000 (3) 0 D  
Stock Option $ 37.92 03/22/2007   D(3)     18,000 03/01/2006 03/01/2015 Common Stock, par value $.001 18,000 (3) 0 D  
Stock Option $ 50.84 03/22/2007   D(3)     18,000 03/01/2007 03/01/2016 Common Stock, par value $.001 18,000 (3) 0 D  
Stock Units (4) 03/22/2007   A(5)   1,388.24     (5)   (5) Common Stock, par value $.001 1,388.24 (5) 13,462.225 D  
Stock Units (4) 03/22/2007   M(1)     13,462.225   (1)   (1) Common Stock, par value $.001 13,462.225 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DIAMOND HARRIS
211 COMMERCE STREET
SUITE 800
NASHVILLE, TN 37201		   X      

Signatures

 /s/ Denise Sommer, POA   03/26/2007
**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) Pursuant to the merger agreement between the issuer and CVS Corporation, because of the change in control of the issuer, each stock unit that was accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan was converted immediately prior to the completion of the merger into 1 share of issuer common stock and was then disposed of pursuant to the merger agreement between the issuer and CVS Corporation at a rate of 1.67 of CVS/Caremark Corporation common stock for each share of issuer common stock.
(2) Disposed of pursuant to a merger agreement between issuer and CVS Corporation at the rate of 1.67 shares of CVS/Caremark Corporation common stock for each share of issuer stock. All issuer shares held by Reporting Person were disposed.
(3) Issuer options are being replaced in the merger with CVS/Caremark Corporation options exercisable for CVS/Caremark Corporation common stock. The number of CVS/Caremark Corporation common shares and the exercise price of the CVS/Caremark Corporation replacement option will be computed using a formula that will result in the Reporting Person receiving an intrinsic value in the CVS/Caremark Corporation replacement option that will be approximately equal to the intrinsic value of the issuer options valued immediately prior to the merger.
(4) Each unit is equivalent to one share of issuer common stock.
(5) Increase in stock units resulting from a $7.50 per share special dividend paid on stock units that were accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan. Although the special dividend was paid in cash, the terms of the Deferred Compensation Plan provided that cash dividends would be accrued as additional stock units.

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