FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year) 03/14/2008 3. Issuer Name and Ticker or Trading Symbol CVS CAREMARK CORP [CVS] (Last) (First) (Middle) ONE CVS DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WOONSOCKET, RI 02895- 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 694.5025 (1) D   Common Stock (Restricted) 9,989 (2) D   Common Stock (Restricted) 12,736 (3) D   Common Stock (Restricted) 14,988 (4) D   Common Stock (Restricted) 28,322 (5) D   Common Stock (Restricted) 33,323 (6) D   Common Stock (Restricted) 35,116 (7) D   Stock Unit 27,230.8862 (8) D   Common Stock 756.4536 I By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	01/05/2008	01/05/2012	Common Stock	16,667	$ 22.45	D	Â
Stock Option	  (9)	04/03/2013	Common Stock	20,286	$ 30.04	D	Â
Stock Option	  (10)	04/02/2014	Common Stock	23,438	$ 34.42	D	Â

Reporting Owners

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

Signatures

HelenaFoulkes		03/24/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(3)	Consists of Restricted Stock Units awarded pursuant to Issuer's 1997 Incentive Compensation Plan. Restrictions lapse on 4/3/10.
(9)	Remaining options become exercisable in two equal annual installments, on 04/03/08 and 04/03/09.
(4)	Consist of Restricted Stock Units awarded pursuant to Issuer's 1997 Incentive Compensation Plan. Restrictions lapse on 4/2/2011.
(1)	Includes shares acquired through the participation in the Issuer's Employee Stock Purchase Plan.
(6)	Consists of Restricted Stock Units awarded pursuant to Issuer's 1997 Incentive Compensation Plan. Restrictions lapse in two equal installments on 2/16/2009 and 2/16/2010.
(5)	Consists of Restricted Stock Units awarded pursuant to Issuer's 1997 Incentive Compensation Plan. Restrictions lapse 03/03/09.
(2)	Consist of Restricted Stock Units awarded pursuant to Issuer's 1997 Incentive Compensation Plan. Restrictions lapse on 4/3/2011.
(8)	Consists of Stock Units awarded at market price pursuant to Issuer's 1997 Incentive Compensation Plan, the receipt of which the reporting person has elected to defer.
(7)	Consists of Restricted Stock Units awarded pursuant to Issuer's 1997 Incentive Compensation Plan. Restrictions lapse 02/16/09.
(10)	Option becomes exercisable in three annual installments, commencing 04/02/2008.

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