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 * Denton David M   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) EVP, CFO (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 (restricted) 04/01/2011   A   28,605 (1) A $ 34.96 46,097 D   Common Stock               33,635 D   Common Stock (pep)               1,279.1553 D   ESOP Common Stock               1,568.897 I By ESOP

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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

107,178

04/01/2012(2)

04/01/2018

Common Stock

107,178

$ 34.98

107,178

D

Phantom Stock Credits

$ 0

(3)

(4)

Common Stock

731.5687

731.5687

I

Direct

Stock Option

$ 30.035

(5)

04/03/2013

Common Stock

11,526

11,526

D

Stock Option

$ 22.445

01/05/2008

01/05/2012

Common Stock

5,334

5,334

D

Stock Option

$ 34.42

04/02/2008(6)

04/02/2014

Common Stock

14,113

14,113

D

Stock Option

$ 41.17

04/01/2009(7)

04/01/2015

Common Stock

26,811

26,811

D

Stock Option

$ 28.1

04/01/2010(8)

04/01/2016

Common Stock

48,178

48,178

D

Stock Option

$ 40.28

03/05/2011(9)

03/05/2018

Common Stock

12,420

12,420

D

Stock Option

$ 36.23

04/01/2011(10)

04/01/2017

Common Stock

95,618

95,618

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Denton David M ONE CVS DRIVE WOONSOCKET, RI 02895-			EVP, CFO

Signatures

/c/ David M. Denton		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 2010 Incentive Compensation Plan. Restrictions lapse in two equal installments, 50% on 4/1/2014 and 50% on 4/1/2016.
(2)	Option becomes exercisable in four equal annual installments, commencing 4/1/2012.
(3)	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.
(4)	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.
(5)	Option became exercisable in three equal annual installments, commencing 4/3/2007.
(6)	Option became exercisable in three equal annual installments, commencing 4/2/2008.
(7)	Option became exercisable in three equal annual installments, commencing 4/1/2009.
(8)	Option became exercisable in three equal annual installments, commencing 4/1/2010.
(9)	Option became exercisable in three equal annual installments, commencing 3/5/2011.
(10)	Option became exercisable in three equal annual installments, commencing 4/1/2011.

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