|   | þ | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|--------|---------------------------------------------------------------------------------------------------|

|   | ¨ | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|--------|----------------------------------------------------------------------------------------------------|

| Illinois                      | 36-1924025                                |
|-------------------------------|-------------------------------------------|
| (State      of Incorporation) | (I.R.S.      Employer Identification No.) |

| 200 Wilmot Road, Deerfield,      Illinois     | 60015           |
|-----------------------------------------------|-----------------|
| (Address      of principal executive offices) | (Zip      Code) |

|   | Yes      þ        No      ¨ |
|--------|-------------------------------------------------------------------------------|

| Large      accelerated filer þ                                                                                        Accelerated      Filer ¨ Non-accelerated      filer ¨ (Do      not check if a smaller reporting      company)                Smaller      reporting company ¨ |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Yes      ¨        No      þ |
|--------|-------------------------------------------------------------------------------|

| Item      1. | Consolidated      Condensed Financial Statements (Unaudited)                                          |
|--------------|-------------------------------------------------------------------------------------------------------|
|         | a)                                                                                                    | Balance      Sheets |   |
|         | b)                                                                                                    | Statements      of Earnings |   |
|         | c)                                                                                                    | Statements      of Cash Flows |   |
|         | d)                                                                                                    | Notes      to Financial Statements |   |
| Item      2. | Management’s      Discussion and Analysis of Results of Operations and Financial      Condition |   |
| Item      3. | Qualitative      and Quantitative Disclosure about Market Risk                                        |   |
| Item      4. | Controls      and Procedures                                                                          |   |

| Item      1. | Legal      Proceedings                                           |   |
|--------------|------------------------------------------------------------------|--------|
| Item      2. | Unregistered      Sales of Equity Securities and Use of Proceeds |   |
| Item      4. | Submission      of Matters to a Vote of Security Holders         |   |
| Item      6. | Exhibits                                                         |   |

| Item      1. | WALGREEN      CO. AND SUBSIDIARIES CONSOLIDATED CONDENSED FINANCIAL      STATEMENTS |
|--------------|-------------------------------------------------------------------------------------|

| WALGREEN      CO. AND SUBSIDIARIES                                                                                                                              |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| CONSOLIDATED      CONDENSED BALANCE SHEETS                                                                                                                      |   |
| (UNAUDITED)                                                                                                                                                     |   |
| (In      millions, except per share amounts)                                                                                                                    |   |
|                                                                                                                                                            |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                            |   | February      28, |   |   | August      31, |   |   | February      29, |   |
|                                                                                                                                                            |   | 2009 |   |   | 2008 |   |   | 2008 |   |
| Assets                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Current      Assets:                                                                                                                                            |   |   |   |   |   |   |   |   |   |
| Cash      and cash equivalents                                                                                                                                  |   | $ | 909 |   |   | $ | 443 |   |   | $ | 255 |   |
| Short      term investments                                                                                                                                     |   |   | 650 |   |   |   | - |   |   |   | - |   |
| Accounts      receivable, net                                                                                                                                   |   |   | 2,836 |   |   |   | 2,527 |   |   |   | 2,340 |   |
| Inventories                                                                                                                                                     |   |   | 7,584 |   |   |   | 7,249 |   |   |   | 7,328 |   |
| Other      current assets                                                                                                                                       |   |   | 203 |   |   |   | 214 |   |   |   | 220 |   |
| Total      Current Assets                                                                                                                                       |   |   | 12,182 |   |   |   | 10,433 |   |   |   | 10,143 |   |
|                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-Current      Assets:                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |
| Property      and equipment, at cost, less accumulated depreciation and      amortization                                                                       |   |   | 10,387 |   |   |   | 9,775 |   |   |   | 8,945 |   |
| Goodwill                                                                                                                                                        |   |   | 1,451 |   |   |   | 1,438 |   |   |   | 1,079 |   |
| Other      non-current assets                                                                                                                                   |   |   | 805 |   |   |   | 764 |   |   |   | 581 |   |
| Total      Non-Current Assets                                                                                                                                   |   |   | 12,643 |   |   |   | 11,977 |   |   |   | 10,605 |   |
| Total      Assets                                                                                                                                               |   | $ | 24,825 |   |   | $ | 22,410 |   |   | $ | 20,748 |   |
|                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Liabilities      & Shareholders' Equity                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Current      Liabilities:                                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |
| Short-term      borrowings                                                                                                                                      |   | $ | 12 |   |   | $ | 83 |   |   | $ | 736 |   |
| Trade      accounts payable                                                                                                                                     |   |   | 4,934 |   |   |   | 4,289 |   |   |   | 4,185 |   |
| Accrued      expenses and other liabilities                                                                                                                     |   |   | 2,087 |   |   |   | 2,272 |   |   |   | 2,087 |   |
| Income      taxes                                                                                                                                               |   |   | 228 |   |   |   | - |   |   |   | 222 |   |
| Total      Current Liabilities                                                                                                                                  |   |   | 7,261 |   |   |   | 6,644 |   |   |   | 7,230 |   |
|                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-Current      Liabilities:                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |
| Long-term      debt                                                                                                                                             |   |   | 2,332 |   |   |   | 1,337 |   |   |   | 26 |   |
| Deferred      income taxes                                                                                                                                      |   |   | 166 |   |   |   | 150 |   |   |   | 78 |   |
| Other      non-current liabilities                                                                                                                              |   |   | 1,387 |   |   |   | 1,410 |   |   |   | 1,351 |   |
| Total      Non-Current Liabilities                                                                                                                              |   |   | 3,885 |   |   |   | 2,897 |   |   |   | 1,455 |   |
|                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Shareholders'      Equity:                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
| Preferred      stock $.0625 par value; authorized 32 million shares, none      issued                                                                           |   |   | - |   |   |   | - |   |   |   | - |   |
| Common      stock $.078125 par value; authorized 3.2 billion shares; issued      1,025,400,000 at February 28, 2009, August 31, 2008 and February 28,      2008 |   |   | 80 |   |   |   | 80 |   |   |   | 80 |   |
| Paid-in      capital                                                                                                                                            |   |   | 577 |   |   |   | 575 |   |   |   | 573 |   |
| Employee      stock loan receivable                                                                                                                             |   |   | (168 | ) |   |   | (36 | ) |   |   | (55 | ) |
| Retained      earnings                                                                                                                                          |   |   | 14,617 |   |   |   | 13,792 |   |   |   | 12,982 |   |
| Accumulated      other comprehensive income (loss)                                                                                                              |   |   | 9 |   |   |   | 9 |   |   |   | (4 | ) |
| Treasury      stock, at cost; 33,691,010 shares at February 28, 2009, 36,223,782 at      August 31, 2008 and 34,943,070 at February 29, 2008                    |   |   | (1,436 | ) |   |   | (1,551 | ) |   |   | (1,513 | ) |
| Total      Shareholders' Equity                                                                                                                                 |   |   | 13,679 |   |   |   | 12,869 |   |   |   | 12,063 |   |
| Total      Liabilities & Shareholders' Equity                                                                                                               |   | $ | 24,825 |   |   | $ | 22,410 |   |   | $ | 20,748 |   |

| WALGREEN      CO. AND SUBSIDIARIES                 |   |
|----------------------------------------------------|--------|
| CONSOLIDATED      CONDENSED STATEMENTS OF EARNINGS |   |
| (UNAUDITED)                                        |   |
| (In      millions, except per share amounts)       |   |
|                                               |   |   |   |   |   |   |   |   |   |
|                                               |   | Three      Months Ended |   |   | Six      Months Ended |   |
|                                               |   | February      28, 2009 |   |   | February      29, 2008 |   |   | February      28, 2009 |   |   | February      29, 2008 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      sales                                     |   | $ | 16,475 |   |   | $ | 15,394 |   |   | $ | 31,422 |   |   | $ | 29,422 |   |
| Cost      of sales                                 |   |   | 11,818 |   |   |   | 10,952 |   |   |   | 22,614 |   |   |   | 21,059 |   |
| Gross      Profit                                  |   |   | 4,657 |   |   |   | 4,442 |   |   |   | 8,808 |   |   |   | 8,363 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Selling,      general and administrative expenses  |   |   | 3,627 |   |   |   | 3,354 |   |   |   | 7,109 |   |   |   | 6,547 |   |
| Operating      Income                              |   |   | 1,030 |   |   |   | 1,088 |   |   |   | 1,699 |   |   |   | 1,816 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest      expense, net                         |   |   | 20 |   |   |   | 2 |   |   |   | 35 |   |   |   | 2 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Earnings      Before Income Tax Provision          |   |   | 1,010 |   |   |   | 1,086 |   |   |   | 1,664 |   |   |   | 1,814 |   |
| Income      tax provision                          |   |   | 370 |   |   |   | 400 |   |   |   | 616 |   |   |   | 672 |   |
| Net      Earnings                                  |   | $ | 640 |   |   | $ | 686 |   |   | $ | 1,048 |   |   | $ | 1,142 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      earnings per common share – basic   |   | $ | .65 |   |   | $ | .69 |   |   | $ | 1.06 |   |   | $ | 1.15 |   |
| Net      earnings per common share – diluted |   | $ | .65 |   |   | $ | .69 |   |   | $ | 1.06 |   |   | $ | 1.15 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Dividends      declared                            |   | $ | .1125 |   |   | $ | .0950 |   |   | $ | .2250 |   |   | $ | .1900 |   |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Average      shares outstanding                    |   |   | 988.0 |   |   |   | 991.1 |   |   |   | 988.5 |   |   |   | 991.2 |   |
| Dilutive      effect of stock options              |   |   | .9 |   |   |   | 3.9 |   |   |   | 1.7 |   |   |   | 5.6 |   |
| Average      shares outstanding assuming dilution  |   |   | 988.9 |   |   |   | 995.0 |   |   |   | 990.2 |   |   |   | 996.8 |   |

| WALGREEN      CO. AND SUBSIDIARIES                                                             |   |
|------------------------------------------------------------------------------------------------|--------|
| CONSOLIDATED      CONDENSED STATEMENTS OF CASH FLOWS                                           |   |
| (UNAUDITED)                                                                                    |   |
| (In      millions)                                                                             |   |
|                                                                                           |   |   |   |   |   |   |
|                                                                                           |   | Six      Months Ended |   |
|                                                                                           |   | February      28, 2009 |   |   | February      29, 2008 |   |
|                                                                                           |   |   |   |   |   |   |
| Cash Flows from Operating      Activities:                                                     |   |   |   |   |   |   |
| Net      earnings                                                                              |   | $ | 1,048 |   |   | $ | 1,141 |   |
| Adjustments      to reconcile net earnings to net cash provided by operating activities      - |   |   |   |   |   |   |   |   |
| Depreciation      and amortization                                                             |   |   | 477 |   |   |   | 397 |   |
| Deferred      income taxes                                                                     |   |   | 23 |   |   |   | (106 | ) |
| Stock      compensation expense                                                                |   |   | 49 |   |   |   | 45 |   |
| Income      tax savings from employee stock plans                                              |   |   | - |   |   |   | 1 |   |
| Other                                                                                          |   |   | 7 |   |   |   | 5 |   |
| Changes      in operating assets and liabilities -                                             |   |   |   |   |   |   |   |   |
| Accounts      receivable, net                                                                  |   |   | (348 | ) |   |   | (252 | ) |
| Inventories                                                                                    |   |   | (298 | ) |   |   | (499 | ) |
| Other      assets                                                                              |   |   | 18 |   |   |   | - |   |
| Trade      accounts payable                                                                    |   |   | 638 |   |   |   | 452 |   |
| Accrued      expenses and other liabilities                                                    |   |   | (144 | ) |   |   | (70 | ) |
| Income      taxes                                                                              |   |   | 291 |   |   |   | 364 |   |
| Other      non-current liabilities                                                             |   |   | (21 | ) |   |   | 28 |   |
| Net      cash provided by operating activities                                                 |   |   | 1,740 |   |   |   | 1,506 |   |
|                                                                                           |   |   |   |   |   |   |   |   |
| Cash Flows from Investing      Activities:                                                     |   |   |   |   |   |   |   |   |
| Purchases      of short-term investments held to maturity                                      |   |   | (1,150 | ) |   |   | - |   |
| Proceeds      from sale of short-term investments held to maturity                             |   |   | 500 |   |   |   | - |   |
| Additions      to property and equipment                                                       |   |   | (1,092 | ) |   |   | (1,043 | ) |
| Proceeds      from sale of assets                                                              |   |   | 29 |   |   |   | 10 |   |
| Business      and intangible asset acquisitions, net of cash received                          |   |   | (183 | ) |   |   | (90 | ) |
| Net      proceeds from corporate-owned life insurance policies                                 |   |   | - |   |   |   | 2 |   |
| Net      cash used for investing activities                                                    |   |   | (1,896 | ) |   |   | (1,121 | ) |
|                                                                                           |   |   |   |   |   |   |   |   |
| Cash Flows from Financing      Activities:                                                     |   |   |   |   |   |   |   |   |
| Net      (payments) proceeds from short-term borrowings                                        |   |   | (70 | ) |   |   | (122 | ) |
| Net      proceeds from issuance of long-term debt                                              |   |   | 987 |   |   |   | - |   |
| Payments      of debt                                                                          |   |   | - |   |   |   | (28 | ) |
| Stock      purchases                                                                           |   |   | (140 | ) |   |   | (148 | ) |
| Proceeds      related to employee stock plans                                                  |   |   | 77 |   |   |   | 106 |   |
| Cash      dividends paid                                                                       |   |   | (223 | ) |   |   | (188 | ) |
| Other                                                                                          |   |   | (9 | ) |   |   | (5 | ) |
| Net      cash provided by (used for) financing activities                                      |   |   | 622 |   |   |   | (385 | ) |
|                                                                                           |   |   |   |   |   |   |   |   |
| Changes in Cash and Cash      Equivalents:                                                     |   |   |   |   |   |   |   |   |
| Net      increase in cash and cash equivalents                                                 |   |   | 466 |   |   |   | - |   |
| Cash      and cash equivalents at beginning of year                                            |   |   | 443 |   |   |   | 255 |   |
| Cash      and cash equivalents at end of period                                                |   | $ | 909 |   |   | $ | 255 |   |

|                                               |   | Three      Months Ended |   |   | Six      Months Ended  |   |
|----------------------------------------------------|--------|-------------------------|--------|--------|------------------------|--------|
|                                               |   | February      28, 2009  |   |   | February      28, 2009 |   |
| Severance      and other benefits                  |   | $                       | 59     |   |                   | $      | 59 |   |
| Inventory      write-downs                         |   |                    | 11     |   |                   |   | 11 |   |
| Restructuring      expense                         |   |                    | 70     |   |                   |   | 70 |   |
| Consulting                                         |   |                    | 23     |   |                   |   | 37 |   |
| Restructuring      and restructuring related costs |   | $                       | 93     |   |                   | $      | 107 |   |
|                                               |   |                    |   |   |                   |   |   |   |
| Cost      of sales                                 |   | $                       | 11     |   |                   | $      | 11 |   |
| Selling,      general and administrative expense   |   |                    | 82     |   |                   |   | 96 |   |
|                                               |   | $                       | 93     |   |                   | $      | 107 |   |

|                              |   | August      31, 2008 Reserve Balance |   |   | Charges |   |   | Cash      Payments |   |   | February      28, 2009 Reserve Balance |   |
|-----------------------------------|--------|--------------------------------------|--------|--------|---------|--------|--------|--------------------|--------|--------|----------------------------------------|--------|
| Severance      and other benefits |   | $                                    | -      |   |    | $      | 64     |               |   | $      | 1                                      |   |   | $ | 63 |   |

|                                                        |   | Three      Months Ended |   |   | Six      Months Ended  |   |
|-------------------------------------------------------------|--------|-------------------------|--------|--------|------------------------|--------|
| Components      of Net Periodic Benefit Costs (In millions) |   | February      28, 2009  |   |   | February      29, 2008 |   |   | February      28, 2009 |   |   | February      29, 2008 |   |
| Service      cost                                           |   | $                       | 3      |   |                   | $      | 4 |   |   | $ | 7 |   |   | $ | 7 |   |
| Interest      cost                                          |   |                    | 7      |   |                   |   | 6 |   |   |   | 13 |   |   |   | 12 |   |
| Amortization      of actuarial loss                         |   |                    | 1      |   |                   |   | 1 |   |   |   | 2 |   |   |   | 3 |   |
| Amortization      of prior service cost                     |   |                    | (1     | )      |                   |   | (1 | ) |   |   | (2 | ) |   |   | (2 | ) |
| Special      retirement benefit                             |   |                    | 4      |   |                   |   | - |   |   |   | 4 |   |   |   | - |   |
| Total      postretirement benefit cost                      |   | $                       | 14     |   |                   | $      | 10 |   |   | $ | 24 |   |   | $ | 20 |   |

|                                                                                                                                                                            |   | February      28, 2009 |   |   | February      29, 2008 |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|--------|--------|------------------------|--------|
| Short-Term      Borrowings -                                                                                                                                                    |   |                   |   |   |                   |   |
| Commercial      paper                                                                                                                                                           |   | $                      | -      |   |                   | $      | 728 |   |
| Current      maturities of loans assumed through the purchase of land and buildings;      various interest rates from 3.50% to 8.75%; various maturities from 2009      to 2035 |   |                   | 7      |   |                   |   | 8 |   |
| Other                                                                                                                                                                           |   |                   | 5      |   |                   |   | - |   |
| Total      short-term borrowings                                                                                                                                                |   | $                      | 12     |   |                   | $      | 736 |   |
|                                                                                                                                                                            |   |                   |   |   |                   |   |   |   |
| Long-Term      Debt -                                                                                                                                                           |   |                   |   |   |                   |   |   |   |
| 4.875%      unsecured notes due 2013 net of unamortized discount                                                                                                                |   | $                      | 1,295  |   |                   | $      | - |   |
| 5.250%      unsecured notes due 2019 net of unamortized discount                                                                                                                |   |                   | 995    |   |                   |   | - |   |
| Loans      assumed through the purchase of land and buildings; various interest rates      from 3.50% to 8.75%; various maturities from 2009 to 2035                            |   |                   | 49     |   |                   |   | 34 |   |
|                                                                                                                                                                            |   |                   | 2,339  |   |                   |   | 34 |   |
| Less      current maturities                                                                                                                                                    |   |                   | (7     | )      |                   |   | (8 | ) |
| Total-long      term debt                                                                                                                                                       |   | $                      | 2,332  |   |                   | $      | 26 |   |
|                                                                                                                                                                            |   |                   |   |   |                   |   |   |   |

|                                      |   | February      28, 2009 |   |   | February      29, 2008 |   |
|-------------------------------------------|--------|------------------------|--------|--------|------------------------|--------|
| Balance      outstanding at end of period |   | $                      | -      |   |                   | $      | 728 |   |
| Maximum      outstanding at any month-end |   |                   | 1,068  |   |                   |   | 1,167 |   |
| Average      daily short-term borrowings  |   |                   | 549    |   |                   |   | 783 |   |
| Weighted-average      interest rate       |   |                   | 1.97   | %      |                   |   | 2.99 | % |

|   | Item      2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF      OPERATIONS AND FINANCIAL CONDITION |
|--------|--------------------------------------------------------------------------------------------------------------------|

|                         |   | Number      of Locations |   |
|------------------------------|--------|--------------------------|--------|
| Location      Type           |   | February      28, 2009   |   |   | February      29, 2008 |   |
| Drugstores                   |   |                     | 6,678  |   |   |   | 6,129 |   |
| Worksite      Facilities     |   |                     | 367    |   |   |   | 5 |   |
| Home      Care Facilities    |   |                     | 108    |   |   |   | 89 |   |
| Specialty      Pharmacies    |   |                     | 18     |   |   |   | 12 |   |
| Mail      Service Facilities |   |                     | 2      |   |   |   | 2 |   |
| Total                        |   |                     | 7,173  |   |   |   | 6,237 |   |

|                                               |   | Three      Months Ended |   |   | Six      Months Ended  |   |
|----------------------------------------------------|--------|-------------------------|--------|--------|------------------------|--------|
|                                               |   | February      28, 2009  |   |   | February      28, 2009 |   |
| Severance      and other benefits                  |   | $                       | 59     |   |                   | $      | 59 |   |
| Inventory      write-downs                         |   |                    | 11     |   |                   |   | 11 |   |
| Restructuring      expense                         |   |                    | 70     |   |                   |   | 70 |   |
| Consulting                                         |   |                    | 23     |   |                   |   | 37 |   |
| Restructuring      and restructuring related costs |   | $                       | 93     |   |                   | $      | 107 |   |
|                                               |   |                    |   |   |                   |   |   |   |
| Cost      of sales                                 |   | $                       | 11     |   |                   | $      | 11 |   |
| Selling,      general and administrative expense   |   |                    | 82     |   |                   |   | 96 |   |
|                                               |   | $                       | 93     |   |                   | $      | 107 |   |

|                              |   | August      31, 2008 Reserve Balance |   |   | Charges |   |   | Cash      Payments |   |   | February      28, 2009 Reserve Balance |   |
|-----------------------------------|--------|--------------------------------------|--------|--------|---------|--------|--------|--------------------|--------|--------|----------------------------------------|--------|
| Severance      and other benefits |   | $                                    | -      |   |    | $      | 64     |               |   | $      | 1                                      |   |   | $ | 63 |   |

|                                              |   | Percentage      Changes |   |
|---------------------------------------------------|--------|-------------------------|--------|
|                                              |   | Three      Months Ended |   |   | Six      Months Ended |   |
|                                              |   | February      28, 2009  |   |   | February      29, 2008 |   |   | February      28, 2009 |   |   | February      29, 2008 |   |
| Net      Sales                                    |   |                    | 7.0    |   |   |   | 10.5 |   |   |   | 6.8 |   |   |   | 10.4 |   |
| Net      Earnings                                 |   |                    | (6.7   | ) |   |   | 5.2 |   |   |   | (8.2 | ) |   |   | 5.3 |   |
| Comparable      Drugstore Sales                   |   |                    | 1.3    |   |   |   | 4.7 |   |   |   | 1.5 |   |   |   | 5.1 |   |
| Prescription      Sales                           |   |                    | 7.8    |   |   |   | 11.1 |   |   |   | 7.0 |   |   |   | 11.1 |   |
| Comparable      Drugstore Prescription Sales      |   |                    | 2.9    |   |   |   | 5.2 |   |   |   | 2.8 |   |   |   | 5.5 |   |
| Front-End      Sales                              |   |                    | 5.7    |   |   |   | 9.4 |   |   |   | 6.4 |   |   |   | 9.3 |   |
| Comparable      Drugstore Front-End Sales         |   |                    | (1.2   | ) |   |   | 4.0 |   |   |   | (0.7 | ) |   |   | 4.3 |   |
| Gross      Profit                                 |   |                    | 4.8    |   |   |   | 10.1 |   |   |   | 5.3 |   |   |   | 9.9 |   |
| Selling,      General and Administrative Expenses |   |                    | 8.1    |   |   |   | 11.2 |   |   |   | 8.6 |   |   |   | 10.6 |   |

|                                              |   | Percent      to Net Sales |   |
|---------------------------------------------------|--------|---------------------------|--------|
|                                              |   | Three      Months Ended   |   |   | Six      Months Ended |   |
|                                              |   | February      28, 2009    |   |   | February      29, 2008 |   |   | February      28, 2009 |   |   | February      29, 2008 |   |
| Gross      Margin                                 |   |                      | 28.3   |   |   |   | 28.9 |   |   |   | 28.0 |   |   |   | 28.4 |   |
| Selling,      General and Administrative Expenses |   |                      | 22.0   |   |   |   | 21.8 |   |   |   | 22.6 |   |   |   | 22.2 |   |

|                                                      |   | Other      Statistics   |   |
|-----------------------------------------------------------|--------|-------------------------|--------|
|                                                      |   | Three      Months Ended |   |   | Six      Months Ended |   |
|                                                      |   | February      28, 2009  |   |   | February      29, 2008 |   |   | February      28, 2009 |   |   | February      29, 2008 |   |
| Prescription      Sales as a % of Net Sales               |   |                    | 63.2   |   |   |   | 62.8 |   |   |   | 64.5 |   |   |   | 64.4 |   |
| Third      Party Sales as a % of Total Prescription Sales |   |                    | 95.2   |   |   |   | 95.1 |   |   |   | 95.3 |   |   |   | 95.1 |   |
| Total      Number of Prescriptions (in millions)          |   |                    | 164    |   |   |   | 157 |   |   |   | 320 |   |   |   | 308 |   |
| Total      Number of Locations                            |   |                    |   |   |   |   |   |   |   |   | 7,173 |   |   |   | 6,237 |   |

| Goodwill      and other intangible asset impairment - |
|-------------------------------------------------------|
|                                                  | Goodwill      and other indefinite-lived intangible assets are not amortized, but are      evaluated for impairment annually or whenever events or changes in      circumstances indicate that the value of a certain asset may be      impaired.  The process of evaluating goodwill for impairment      involves the determination of fair value.  Inherent in such fair      value determinations are certain judgments and estimates, including the      interpretation of economic indicators and market valuations and      assumptions about our business plans.  We have not made any      material changes to the method of evaluating goodwill and intangible asset      impairments during the last three years.  Based on current      knowledge, we do not believe there is a reasonable likelihood that there      will be a material change in the estimate or assumptions used to determine      impairment. |
| Allowance      for doubtful accounts -                |
|                                                  | The      provision for bad debt is based on both specific receivables and historic      write-off percentages.  We have not made any material changes to      the method of estimating our allowance for doubtful accounts during the      last three years.  Based on current knowledge, we do not believe      there is a reasonable likelihood that there will be a material change in      the estimate or assumptions used to determine the    allowance. |
| Vendor      allowances -                              |
|                                                  | Vendor      allowances are principally received as a result of purchase levels, sales      or promotion of vendors' products.   Allowances are      generally recorded as a reduction of inventory and are recognized as a      reduction of cost of sales when the related merchandise is      sold.  Those allowances received for promoting vendors' products      are offset against advertising expense and result in a reduction of      selling, general and administrative expenses to the extent of advertising      incurred, with the excess treated as a reduction of inventory      costs.  We have not made any material changes to the method of      estimating our vendor allowances during the last three      years.  Based on current knowledge, we do not believe there is a      reasonable likelihood that there will be a material change in the estimate      or assumptions used to determine vendor allowances. |
| Liability      for closed locations -                 |
|                                                  | The      liability is based on the present value of future rent obligations and      other related costs (net of estimated sublease rent) to the first lease      option date.  We have not made any material changes to the      method of estimating our liability for closed locations during the last      three years.  Based on current knowledge, we do not believe      there is a reasonable likelihood that there will be a material change in      the estimate or assumptions used to determine the    liability. |
| Liability      for insurance claims -                 |
|                                                  | The      liability for insurance claims is recorded to an actuarially determined      estimate for claims incurred and is not discounted.  The      provisions are estimated in part by considering historical claims      experience, demographic factors and other actuarial      assumptions.  We have not made any material changes to the      method of estimating our liability for insurance claims during the last      three years.  Based on current knowledge, we do not believe      there is a reasonable likelihood that there will be a material change in      the estimate or assumptions used to determine the    liability. |
| Cost      of sales -                                  |
|                                                  | Drugstore      cost of sales is derived based on point-of-sale scanning information with      an estimate for shrinkage and adjusted based on periodic      inventories.  Inventories are valued at the lower of cost or      market determined by the LIFO method.  We have not made any      material changes to the method of estimating cost of sales during the last      three years.  Based on current knowledge, we do not believe      there is a reasonable likelihood that there will be a material change in      the estimate or assumptions used to determine cost of      sales.  Cost of sales will continue to be impacted by our      restructuring initiatives which include inventory rationalization and the      subsequent write-down of inventory to the lower of cost or      market. |
| Income      Taxes -                                   |
|                                                  | We      are subject to routine income tax audits that occur periodically in the      normal course of business.  U.S. federal, state and local and      foreign tax authorities raise questions regarding our tax filing      positions, including the timing and amount of deductions and the      allocation of income among various tax jurisdictions. In evaluating the      tax benefits associated with our various tax filing positions, we record a      tax benefit for uncertain tax positions using the highest cumulative tax      benefit that is more likely than not to be realized.      Adjustments are made to our liability for unrecognized tax benefits in the      period in which we determine the issue is effectively settled with the tax      authorities, the statute of limitations expires for the return containing      the tax position or when more information becomes available. Our liability      for unrecognized tax benefits, including accrued penalties and interest,      is included in other long-term liabilities on our consolidated balance      sheets and in income tax expense in our consolidated statements of      earnings.   In      determining our provision for income taxes, we use an annual effective      income tax rate based on full year income, permanent differences between      book and tax income, and statutory income tax rates. The effective income      tax rate also reflects our assessment of the ultimate outcome of tax      audits. Discrete events such as audit settlements or changes in tax laws      are recognized in the period in which they occur.  Based on      current knowledge, we do not believe there is a reasonable likelihood that      there will be a material change in the estimate or assumptions used to      determine income taxes. |

|                              |   | Drugstores |   |   | Worksites |   |   | Home      Care |   |   | Specialty      Pharmacy |   |   | Mail      Service |   |   | Total  |   |
|-----------------------------------|--------|------------|--------|--------|-----------|--------|--------|----------------|--------|--------|-------------------------|--------|--------|-------------------|--------|--------|--------|--------|
| August      31, 2008              |   |       | 6,443  |   |      |   | 364    |           |   |   | 115                     |   |   |              | 10     |   |   |   | 2 |   |   |   | 6,934 |   |
|    New/Relocated   |   |       | 245    |   |      |   | 19     |           |   |   | 3                       |   |   |              | 4      |   |   |   | - |   |   |   | 271 |   |
|    Acquired        |   |       | 24     |   |      |   | 2      |           |   |   | 1                       |   |   |              | 5      |   |   |   | - |   |   |   | 32 |   |
|    Closed/Replaced |   |       | (34    | )      |      |   | (18    | )              |   |   | (11                     | )      |   |              | (1     | )      |   |   | - |   |   |   | (64 | ) |
| February  28,      2009 |   |       | 6,678  |   |      |   | 367    |           |   |   | 108                     |   |   |              | 18     |   |   |   | 2 |   |   |   | 7,173 |   |

| Rating      Agency         | Long-Term      Debt Rating | Outlook  | Commercial      Paper Rating | Outlook  |
|----------------------------|----------------------------|----------|------------------------------|----------|
| Moody's                    | A2                         | Stable   | P-1                          | Stable   |
| Standard      & Poor's | A+                         | Negative | A-1                          | Negative |

|                                                                |   | Payments      Due by Period (In millions) |   |
|---------------------------------------------------------------------|--------|------------------------------------------------|--------|
|                                                                |   | Total                                          |   |   | Less      than 1 Year |   |   | 1-3      Years |   |   | 3-5      Years |   |   | Over      5 Years |   |
| Operating      leases (1)                                           |   | $                                              | 34,249 |   |   | $ | 1,890 |   |   | $ | 4,015 |   |   | $ | 3,910 |   |   | $ | 24,434 |   |
| Purchase      obligations (2):                                      |   |                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Open      inventory purchase orders                                 |   |                                           | 1,017  |   |   |   | 1,017 |   |   |   | - |   |   |   | - |   |   |   | - |   |
| Real      estate development                                        |   |                                           | 692    |   |   |   | 660 |   |   |   | 32 |   |   |   | - |   |   |   | - |   |
| Other      corporate obligations                                    |   |                                           | 485    |   |   |   | 226 |   |   |   | 174 |   |   |   | 50 |   |   |   | 35 |   |
| Long-term      debt*                                                |   |                                           | 2,350  |   |   |   | 7 |   |   |   | 4 |   |   |   | 1,304 |   |   |   | 1,035 |   |
| Interest      payment on long-term debt                             |   |                                           | 810    |   |   |   | 127 |   |   |   | 232 |   |   |   | 195 |   |   |   | 256 |   |
| Insurance*                                                          |   |                                           | 468    |   |   |   | 150 |   |   |   | 111 |   |   |   | 79 |   |   |   | 128 |   |
| Retiree      health*                                                |   |                                           | 391    |   |   |   | 9 |   |   |   | 22 |   |   |   | 28 |   |   |   | 332 |   |
| Closed      location obligations*                                   |   |                                           | 75     |   |   |   | 18 |   |   |   | 23 |   |   |   | 13 |   |   |   | 21 |   |
| Capital      lease obligations *(1)                                 |   |                                           | 41     |   |   |   | 3 |   |   |   | 4 |   |   |   | 3 |   |   |   | 31 |   |
| Other      long-term liabilities reflected on the balance sheet*(3) |   |                                           | 634    |   |   |   | 45 |   |   |   | 107 |   |   |   | 100 |   |   |   | 382 |   |
| Total                                                               |   | $                                              | 41,212 |   |   | $ | 4,152 |   |   | $ | 4,724 |   |   | $ | 5,682 |   |   | $ | 26,654 |   |

| (1) | Amounts      for operating leases and capital leases do not include certain operating      expenses under the leases such as common area maintenance, insurance and      real estate taxes.  These expenses for the company's most recent      fiscal year were $298 million. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The      purchase obligations include agreements to purchase goods or services that      are enforceable and legally binding and that specify all significant      terms, including open purchase orders.                                                                               |
| (3) | Includes      $44 million ($12 million due in 1-3 years, $16 million due in 3-5 years      and $16 million due in over 5 years) of unrecognized tax benefits      recorded under FIN No. 48, which we adopted in fiscal year      2008.                                            |

| Insurance                    |   | $      | 265 |   |
|------------------------------|--------|--------|-----|--------|
| Inventory      obligations   |   |   | 27  |   |
| Real      estate development |   |   | 15  |   |
| Other                        |   |   | 8   |   |
| Total                        |   | $      | 315 |   |

| PART      II.  OTHER INFORMATION |
|--------------------------------------------|

| Item      2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF      PROCEEDS |
|------------------------------------------------------------------------------------------|

| (c) | The      following table provides information about purchases by the company during      the quarter ended February 28, 2009 of equity securities that are      registered by the company pursuant to Section 12 of the Exchange      Act: |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Issuer      Purchases of Equity Securities |
|--------------------------------------------|
| Period                                     | Total      Number of Shares Purchased      (1) | Average      Price Paid per Share | Total      Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate      Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
| 12/1/2008      - 12/31/2008                | - | - | - | $655,123,821 |
| 1/1/2009      - 1/31/2009                  | 590,000 | $26.345906 | - | $655,123,821 |
| 2/1/2009      - 2/28/2009                  | 1,000,000 | $25.978807 | - | $655,123,821 |
| Total                                      | 1,590,000 | $26.115026 | - | $655,123,821 |
|  (1)                                  |  The      company repurchased an aggregate of 1,590,000 shares of its common stock      in open-market transactions to satisfy the requirements of the company's      employee stock purchase and option plans, as well as the company's      Nonemployee Director Stock Plan.  These      share repurchases were not made pursuant to a publicly announced      repurchase plan or program. |
| (2)                                        | On      January 10, 2007, the Board of Directors approved a stock repurchase      program ("2007 repurchase program"), pursuant to which up to $1,000      million of the company's common stock may be purchased prior to the      expiration date of the program on January 20, 2011.  This      program was announced in the company's report on Form 8-K, which was filed      on January 11, 2007.  The total remaining authorization under      the repurchase program is $655,123,821 as of February 28,      2009. |

| (a) | The      company held its Annual Meeting of Shareholders on January 14,      2009.  At the Annual Meeting:                                                          |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | (1)      The shareholders voted for election of the following directors to serve      until the next annual meeting or until their successors are elected and      qualified: |   |

|                         |   |          Votes For |        |   |        Votes Withheld |   |
|------------------------------|--------|-----------------------------------|-------------|--------|----------------------------|--------|
| William      C. Foote        |   |                              | 840,802,772 |   |                       |   | 15,720,150 |   |
| Mark      P. Frissora        |   |                              | 836,188,180 |   |                       |   | 20,334,742 |   |
| Alan      G. McNally         |   |                              | 839,574,071 |   |                       |   | 16,948,851 |   |
| Cordell      Reed            |   |                              | 839,592,428 |   |                       |   | 16,930,493 |   |
| Nancy      M. Schlichting    |   |                              | 841,952,999 |   |                       |   | 14,569,923 |   |
| David      Y. Schwartz       |   |                              | 842,413,780 |   |                       |   | 14,109,142 |   |
| Alejandro      Silva         |   |                              | 843,396,347 |   |                       |   | 13,126,574 |   |
| James      A. Skinner        |   |                              | 836,012,807 |   |                       |   | 20,510,115 |   |
| Marilou      M. von Ferstel  |   |                              | 839,284,351 |   |                       |   | 17,238,571 |   |
| Charles      R. Walgreen III |   |                              | 842,671,567 |   |                       |   | 13,851,354 |   |

| (2)      The proposal to ratify the appointment of Deloitte & Touche LLP as the      company’s independent registered public accounting firm was approved by a      vote of 847,566,642 for, 6,046,229 against and 2,910,199      abstentions.                                                                                                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3)      The proposal to amend the Walgreen Co. 1982 Employees Stock Purchase Plan      to increase the number of shares of common stock authorized for issuance      under the Plan was approved by a vote of 662,670,723 for, 18,177,153      against, 2,907,608 abstentions and 172,767,586 broker      non-votes.                                                                                                                                   |
| (4)      The shareholder proposal that the Board of Directors of the company adopt      a policy that the Chairman of the Board be an independent director who has      not previously served as an executive officer of the company was not      approved.  There were 195,703,193 votes for, 480,638,829 votes      against, 7,410,339 abstentions and 172,770,709 broker      non-votes.                                                   |
| (5)      The shareholder proposal that the Board of Directors of the company adopt      a policy that provides shareholders the opportunity at each annual      shareholder meeting to vote on an advisory resolution to ratify the      compensation of the named executive officers was not      approved.  There were 255,565,850 votes for, 401,087,431 votes      against, 27,091,628 abstentions and 172,778,161 broker      non-votes. |

| (a)   | Exhibits |
|-----------------|----------|

|   | 1.1    | Underwriting      Agreement dated January 8, 2009, by and among the Company and Banc of      America Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities      Inc., and Morgan Stanley & Co. Incorporated, as representatives of the      several underwriters named therein, filed with the Securities and Exchange      Commission on January 13, 2009 as Exhibit 1.1 to Walgreen Co.’s Current      Report on Form 8-K (File No. 1-00604), and incorporated by reference      herein. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 3.1    | Articles      of Incorporation of Walgreen Co., as amended, filed with the Securities      and Exchange Commission as Exhibit 3(a) to Walgreen Co.’s Quarterly Report      on Form 10-Q for the quarter ended February 28, 1999 (File No. 1-00604),      and incorporated by reference herein.                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 3.2    | Amended      and Restated By-Laws of Walgreen Co., as amended effective as of September      1, 2008, filed with the Securities and Exchange Commission on September 5,      2008 as Exhibit 3.1 to Walgreen Co.’s Current Report on Form 8-K (File No.      1-00604), and incorporated by reference herein.                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 4.1    | Form      of 5.25% Note due 2019, filed with the Securities and Exchange Commission      on January 13, 2009 as Exhibit 1.1 to Walgreen Co.’s Current Report on      Form 8-K (File No. 1-00604), and incorporated by reference      herein.                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 10.1   | Form      of Amendment to Restricted Stock Unit Award Agreement (effective January      1, 2009).                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 10.2   | Form      of Amendment to Change of Control Employment Agreements (effective January      1, 2009).                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 10.3   | Amendment      to the Walgreen Co. 1986, 1988, 1992 (Series 1), 1992 (Series 2), 1997      (Series 1), 1997 (Series 2), 2001 and 2002 Executive Deferred      Compensation/Capital Accumulation Plans.                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 12     | Computation      of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 31.1   | Certification      of the Chief Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 31.2   | Certification      of the Chief Financial Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 32.1   | Certification      of the Chief Executive Officer pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 32.2   | Certification      of the Chief Financial Officer pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002, 18 U.S.C. Section  1350.                                                                                                                                                                                                                                                                                                                                                                           |

|                       | WALGREEN CO.                    |
|----------------------------|---------------------------------|
|                       | (Registrant)                    |
|                       |                            |
| Dated:      March 26, 2009 | /s/ W.D. Miquelon               |
|                       | W.D.      Miquelon              |
|                       | Senior      Vice President      |
|                       | (Chief      Financial Officer)  |
|                       |                            |
| Dated:      March 26, 2009 | /s/ M.M. Scholz                 |
|                       | M.M.      Scholz                |
|                       | Controller                      |
|                       | (Chief      Accounting Officer) |
|                       |                            |
|                       |                            |
|                       |                            |