SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

SCHOLZ MIA M

(Last)

(First)

(Middle)

108 WILMONT ROAD

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WALGREEN CO [ WAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP - Corp. Fin. Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2014

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Walgreen Co. Common Stock	08/11/2014		M		2,075	A	$ 39.19	47,687 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		S		2,075	D	$ 62.13 ⁽²⁾	45,612 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		M		10,371	A	$ 45.07	55,983 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		S		10,371	D	$ 62.03 ⁽³⁾	45,612 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		M		17,869	A	$ 36.43	63,481 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		S		17,869	D	$ 62.03 ⁽⁴⁾	45,612 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		M		22,884	A	$ 34.04	68,496 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		S		22,884	D	$ 61.9 ⁽⁵⁾	45,612 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		M		26,092	A	$ 27.69	71,704 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		S		26,092	D	$ 61.83 ⁽⁶⁾	45,612 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		M		1,724	A	$ 41.64	47,336 ⁽¹⁾	D
Walgreen Co. Common Stock	08/11/2014		S		1,724	D	$ 61.86 ⁽⁷⁾	45,612 ⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$ 39.19	08/11/2014		M			2,075	10/09/2010	10/09/2017	Common Stock	2,075	$ 0	0	D
Employee Stock Option (right to buy)	$ 45.07	08/11/2014		M			10,371	09/01/2010	09/01/2017	Common Stock	10,371	$ 0	0	D
Employee Stock Option (right to buy)	$ 36.43	08/11/2014		M			17,869	09/01/2011	09/01/2018	Common Stock	17,869	$ 0	0	D
Employee Stock Option (right to buy)	$ 34.04	08/11/2014		M			22,884	09/01/2012	09/01/2019	Common Stock	22,884	$ 0	0	D
Employee Stock Option (right to buy)	$ 27.69	08/11/2014		M			26,092	09/01/2013	09/01/2020	Common Stock	26,092	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.64	08/11/2014		M			1,724	01/13/2014	01/13/2021	Common Stock	1,724	$ 0	0	D

Explanation of Responses:

1. Includes shares received upon reinvestment of dividends and shares underlying restricted stock units issued in lieu of dividends (through July 31, 2014) on outstanding restricted stock units.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.11 to $62.17, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.99 to $62.10, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.99 to $62.13, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.81 to $62.06, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.76 to $61.88, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.85 to $61.86, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or any securityholder of the issuer, upon request, information regarding the number of shares sold at each price within the range indicated.

	/s/ Mark L. Dosier, attorney-in-fact	08/12/2014
	** Signature of Reporting Person	Date
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