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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
CRAWFORD EDWIN M
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last)
(First)
(Middle)
211 COMMERCE STREET, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
01/09/2006
(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 01/09/2006   M(4)   155,000 A $ 4.46 235,000 D  
Common Stock, par value $.001 01/09/2006   M(4)   500,000 A $ 5.4375 735,000 D  
Common Stock, par value $.001 01/09/2006   S(4)   655,000 D $ 52.6511 (6) (7) 80,000 D  
Common Stock, par value $.001 01/10/2006   M(4)   700,000 A $ 4.46 780,000 D  
Common Stock, par value $.001 01/10/2006   S(4)   700,000 D $ 52.1299 (8) 80,000 D  
Common Stock, par value $.001 01/11/2006   M(4)   645,000 A $ 4.46 725,000 D  
Common Stock, par value $.001 01/11/2006   S(4)   645,000 D $ 51.0365 (9) (10) 80,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 $ 3             09/21/1998(1) 09/21/2008 Common Stock, par value $.001 1,000   1,000 D  
Stock Option $ 5.4375 01/09/2006   M(4)     500,000 01/27/1999(2) 01/27/2009 Common Stock, par value $.001 500,000 $ 0 0 D  
Stock Option $ 4.46 01/09/2006(5)   M(4)     1,500,000 03/08/2000(1) 03/08/2010 Common Stock, par value $.001 1,500,000 $ 0 2,025,000 D  
Stock Option $ 16.86             08/28/2001(1) 08/28/2011 Common Stock, par value $.001 1,610,357   1,610,357 D  
Stock Option $ 32.03             05/10/2005(3) 05/10/2014 Common Stock, par value $.001 600,000   600,000 D  
Stock Option $ 37.92             03/01/2006(3) 03/01/2015 Common Stock, par value $.001 750,000   750,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CRAWFORD EDWIN M
211 COMMERCE STREET
SUITE 800
NASHVILLE, TN 37201		   X     Chairman, President & CEO  

Signatures

 /s/ E. Mac Crawford   01/11/2006
**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) 34% of these options are exercisable on the grant date, and 33% are exercisable on each of the 1st and 2nd anniversaries of the grant date.
(2) Option vested on March 12, 1999.
(3) Option vests in five equal annual installments beginning on the "Date Exercisable" above.
(4) The option exercises and stock sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2005.
(5) 155,000 of these options were exercised on 1/9/2006, 700,000 of these options were exercised on 1/10/2006 and 645,000 were exercised on 1/11/2006.
(6) $52.6511 is the average price of the sale. The details of the transaction are as follows: 8,000 shares sold at $52.37; 5,000 shares sold at $52.40; 2,500 shares sold at $52.42; 1,600 shares sold at $52.43; 6,000 shares sold at $52.44; 29,400 shares sold at $52.45; 8,400 shares sold at $52.46; 5,500 shares sold at $52.47; 13,600 shares sold at $52.48; 3,000 shares sold at $52.49; 29,700 shares sold at $52.50; 2,000 shares sold at $52.51; 5,000 shares sold at $52.52; 7,100 shares sold at $52.53; 2,500 shares sold at $52.54; 37,400 shares sold at $52.55; 2,300 shares sold at $52.56; 4,000 shares sold at $52.57; 6,000 shares sold at $52.58; 4,000 shares sold at $52.59; 19,000 shares sold at $52.60; 5,000 shares sold at $52.62; 25,000 shares sold at $52.63; 84,000 shares sold at $52.65; 8,000 shares sold at $52.66; 9,000 shares sold at $52.68;10,000 shares sold at $52.69 (details continued in Footnote 7).
(7) 38,000 shares sold at $52.70; 1,000 shares sold at $52.73; 2,000 shares sold at $52.74; 262,000 shares sold at $52.75; 3,000 shares sold at $52.80; 5,000 shares sold at $52.84; and 1,000 shares sold at $52.85.
(8) $52.1299 is the average price of the sale. The details of the transaction are as follows: 18,000 shares sold at $52.00; 2,000 shares sold at $52.02; 45,000 shares sold at $52.05; 5,000 shares sold at $52.09; 500 shares sold at $52.095; 41,000 shares sold at $52.10; 400,000 shares sold at $52.12; 7,000 shares sold at $52.13; 37,100 shares sold at $52.15; 18,200 shares sold at $52.1564; 4,000 shares sold at $52.17; 62,400 shares sold at $52.20; 46,100 shares sold at $52.22; 900 shares sold at $52.23; 1,000 shares sold at $52.24; 11,500 shares sold at $52.25; and 300 shares sold at $52.26.
(9) $51.0365 is the average price of the sale. The details of the transaction are as follows: 5,000 shares sold at $50.40; 10,000 shares sold at $50.50; 10,000 shares sold at $50.55; 20,000 shares sold at $50.65; 5,000 shares sold at $50.67; 2,400 shares sold at $50.68; 1,100 shares sold at $50.69; 11,900 shares sold at $50.70; 500 shares sold at $50.71; 5,000 shares sold at $50.73; 20,300 shares sold at $50.75; 800 shares sold at $50.76; 700 shares sold at $50.77; 15,600 shares sold at $50.80; 10,000 shares sold at $50.83; 48,300 shares sold at $50.85; 5,000 shares sold at $50.86; 30,000 shares sold at $50.87; 30,200 shares sold at $50.88; 22,100 shares sold at $50.90; 10,400 shares sold at $50.91; 8,000 shares sold at $50.92; 2,500 shares sold at $50.93; 41,200 shares sold at $50.95; 1,000 shares sold at $50.96; 8,400 shares sold at $50.97;1,900 shares sold at $50.98 (details continued in Footnote 10).
(10) 6,000 shares sold at $50.99; 118,900 shares sold at $51.00; 8,000 shares sold at $51.01; 9,200 shares sold at $51.02; 2,600 shares sold at $51.03; 500 shares sold at $51.04; 16,600 shares sold at $51.05; 7,700 shares sold at $51.06; 2,200 shares sold at $51.07; 2,000 shares sold at $51.09; 4,000 shares sold at $51.10; 9,000 shares sold at $51.11; 1,000 shares sold at $51.12; 15,000 shares sold at $51.15; 90,000 shares sold at $51.65; and 25,000 shares sold at $51.75.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.