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	 <TITLE>Form S-8</TITLE>
  </HEAD>
  <BODY>
	 <P ALIGN="CENTER"><FONT SIZE="3">As filed with the Securities and Exchange
		Commission on January 30, 2004</FONT></P>
	 <P ALIGN="RIGHT">Registration No.
		333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>

	 <P ALIGN="CENTER">SECURITIES&nbsp;AND&nbsp;EXCHANGE&nbsp;COMMISSION <BR>
		Washington, D.C. 20549<BR> ______________________<BR> FORM&nbsp;S-8<BR>
		REGISTRATION STATEMENT<BR> UNDER<BR> THE SECURITIES ACT OF 1933</P>
	 <P ALIGN="CENTER">WALGREEN CO.<BR> (Exact name of Registrant as specified
		in its charter)</P>
	 <TABLE FRAME="BORDER" CELLSPACING="1" CELLPADDING="2" WIDTH="702"
	  ALIGN="CENTER" BORDER="0">
		<TR VALIGN="TOP">
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Illinois</FONT></P></TD>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">36-1924025</FONT></P></TD>
		</TR>
		<TR>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">(State or other
				jurisdiction</FONT></P></TD>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">(I.R.S. Employer</FONT></P></TD>
		</TR>
		<TR>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">of incorporation or
				organization)</FONT></P></TD>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Identification No.)</FONT></P></TD>
		</TR>
	 </TABLE>
	 <P ALIGN="CENTER">200 Wilmot Road<BR> Deerfield, Illinois 60015<BR>
		(Address of Principal Executive Offices)</P>
	 <P ALIGN="CENTER">SHARE WALGREENS<BR> WALGREEN CO. STOCK PURCHASE/OPTION
		PLAN <BR> (Full title of the plan)</P>
	 <P ALIGN="CENTER">Julian A. Oettinger<BR> Senior Vice President, General
		Counsel &amp; Corporate Secretary<BR> Walgreen Co.<BR> 200 Wilmot Road<BR>
		Deerfield, Illinois 60015<BR> Telephone: (847) 914-3004<BR> (Name, address,
		including zip code, and telephone number, including area code, of agent for
		service)</P>
	 <P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>
	 <TABLE FRAME="BORDER" CELLSPACING="1" CELLPADDING="6" WIDTH="666"
	  ALIGN="CENTER" HSPACE="12">
		<TR>
		  <TD WIDTH="33%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Title of Securities<BR> <U>to be
				Registered</U></FONT></P></TD>
		  <TD WIDTH="16%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Amount to be<BR>
				<U>Registered</U></FONT></P></TD>
		  <TD WIDTH="18%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Proposed <U>Maximum</U> <U>Offering
				Price Per Share</U></FONT></P></TD>
		  <TD WIDTH="17%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Proposed Maximum<BR> <U>Aggregate
				Offering Price</U></FONT></P></TD>
		  <TD WIDTH="15%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Amount of <U>Registration
				Fee</U></FONT></P></TD>
		</TR>
		<TR>
		  <TD WIDTH="33%" VALIGN="TOP">
			 <P><FONT SIZE="3">Common Stock ($.078125 Par Value)
				(1)(2)</FONT></P></TD>
		  <TD WIDTH="16%" VALIGN="TOP">
			 <P><FONT SIZE="3"> 42,000,000 (3)</FONT></P></TD>
		  <TD WIDTH="18%" VALIGN="TOP">
			 <P><FONT SIZE="3"> $34.385 (4)</FONT></P></TD>
		  <TD WIDTH="17%" VALIGN="TOP">
			 <P><FONT SIZE="3"> $1,444,170,000</FONT></P></TD>
		  <TD WIDTH="15%" VALIGN="TOP">
			 <P><FONT SIZE="3"> $182,976.34</FONT></P></TD>
		</TR>
	 </TABLE>
	 <OL>
		<LI><FONT SIZE="3">Together with an indeterminable number of additional
		  securities in order to adjust the number of securities reserved for issuance
		  pursuant to the plan being registered pursuant to this registration statement
		  as the result of a stock split, stock dividend or similar transaction affecting
		  the Common Stock of Walgreen Co. (the "Registrant"), pursuant to Rule 416(a)
		  under the Securities Act of 1933, as amended (the "Securities
		  Act").</FONT><BR></LI>
		<LI>Includes associated preferred share purchase rights (the "Preferred
		  Share Purchase Rights") to purchase Junior Participating Preferred Stock of the
		  Registrant that will not be exercisable or evidenced separately from the Common
		  Stock of the Registrant prior to the occurrence of certain events. <BR></LI>
		<LI>This registration statement registers an additional 42,000,000 shares
		  issuable under the Registrant's Share Walgreens Stock Purchase/Option Plan (the
		  "Plan"). An aggregate of 40,000,000 shares (after giving effect to stock
		  splits) issuable under the Plan have previously been registered under
		  Registration Statement No. 33-49676. <BR></LI>
		<LI>Estimated in accordance with Rule 457(c) and (h)(1) under the
		  Securities Act, the proposed maximum offering price per share, proposed maximum
		  aggregate offering price and the amount of the registration fee are based upon
		  the average of the high and low sale prices for a share of Common Stock of the
		  Registrant as reported on the New York Stock Exchange on January 29, 2004.</LI>

	 </OL>
	 <P ALIGN="CENTER"><B>WALGREEN CO.</B></P>
	 <P ALIGN="CENTER"><B>REGISTRATION STATEMENT ON FORM S-8</B></P>
	 <P ALIGN="CENTER"><B>PART II</B></P>
	 <P ALIGN="CENTER"><B>INFORMATION REQUIRED IN THE REGISTRATION
		STATEMENT</B></P>
	 <P ALIGN="LEFT"><B>Item 3. Incorporation of Documents by Reference.</B></P>

	 <P ALIGN="JUSTIFY"> This Registration Statement incorporates herein by
		reference the following documents and information which have been filed with
		the Securities and Exchange Commission (the "Commission") by the
		Registrant:</P>
	 <OL>
		<LI>The Registrant&#146;s Annual Report on Form 10-K for the fiscal year
		  ended August 31, 2003;<BR> </LI>
		<LI>The Registrant's Quarterly Report on Form 10-Q for the quarter ended
		  November 30, 2003;<BR></LI>
		<LI>The Registrant's Current Report on Form 8-K filed on January 12,
		  2004; and <BR></LI>
		<LI>The description of the Common Stock, par value $0.078125 per share,
		  and the associated Preferred Share Purchase Rights contained in the
		  Registrant's registration statements filed under the Securities Exchange Act of
		  1934 (the "Exchange Act"), including any amendments or reports filed for the
		  purpose of updating such descriptions. </LI>
	 </OL>
	 <P> In addition, all other documents filed by the Registrant with the
		Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
		subsequent to the date of this Registration Statement and prior to the filing
		of a post-effective amendment to this Registration Statement which indicates
		that all securities offered have been sold or which de-registers all securities
		then remaining unsold, shall be deemed to be incorporated by reference in this
		Registration Statement and to be a part hereof from the date of filing of such
		documents. Any statement contained herein or in a document incorporated herein
		by reference shall be deemed to be modified or superseded for purposes hereof
		to the extent that a statement contained herein or in any other subsequently
		filed document incorporated herein by reference modifies or supersedes such
		statement. Any such statement so modified or superseded shall not be deemed,
		except as so modified or superseded, to constitute a part hereof.</P>
	 <P ALIGN="JUSTIFY"><B>Item 4. Description of Securities.</B></P>
	 <P ALIGN="JUSTIFY"> Not applicable.</P>
	 <P ALIGN="JUSTIFY"><B>Item 5. Interests of Named Experts and
		Counsel.</B></P>
	 <P ALIGN="JUSTIFY">Julian A. Oettinger, Senior Vice President, General
		Counsel, and Secretary of the Registrant, has opined as to the legality of the
		securities being offered by this Registration Statement. At the time of
		rendering his opinion, Mr. Oettinger owned 271,152 shares of Common Stock,
		including 262,990 shares subject to options, 183,902 of which are exercisable
		or may become exercisable within 60 days. </P>
	 <P ALIGN="JUSTIFY"><B>Item 6. Indemnification of Directors and Officers.
		</B></P>
	 <P ALIGN="JUSTIFY">Provisions of the Illinois Business Corporation Act
		provide that the Registrant may, and in some circumstances must, indemnify the
		directors and officers of the Registrant against liabilities and expenses
		incurred by any such person by reason of the fact that such person was serving
		in such capacity, subject to certain limitations and conditions set forth in
		the statute. Substantially similar provisions that require such indemnification
		are contained in the Registrant&#146;s By-Laws, which are incorporated herein
		by reference. The Registrant has an insurance policy covering its directors and
		officers against certain personal liability, which may include liabilities
		under the Securities Act.</P>
	 <P ALIGN="JUSTIFY"><B>Item 7. Exemption from Registration Claimed.</B></P>
	 <P ALIGN="JUSTIFY"> Not Applicable.</P>
	 <P ALIGN="JUSTIFY"><B>Item 8. Exhibits.</B></P>
	 <P ALIGN="JUSTIFY">Reference is made to the Exhibit Index.</P>
	 <P ALIGN="JUSTIFY"><B>Item 9. Undertakings.</B></P>
	 <TABLE WIDTH="90%" BORDER="0" CELLPADDING="4">
		<TR>
		  <TD WIDTH="100%" COLSPAN="3">(a) The undersigned Registrant hereby
			 undertakes: </TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="93%" COLSPAN="2">(1) To file during any period in which
			 offers or sales are being made, a post-effective amendment to this Registration
			 Statement: </TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="85%">(i) To include any prospectus required by Section
			 10(a)(3) of the Securities Act; </TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="85%">(ii) To reflect in the prospectus any facts or events
			 arising after the effective date of the Registration Statement (or the most
			 recent post-effective amendment thereof) which, individually or in the
			 aggregate, represent a fundamental change in the information set forth in the
			 Registration Statement; </TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="85%"> (iii) To include any material information with respect
			 to the plan of distribution not previously disclosed in the Registration
			 Statement or any material change to such information in the Registration
			 Statement; </TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="93%" COLSPAN="2">Provided, however, that paragraphs
			 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
			 included in a post-effective amendment by those paragraphs is contained in
			 periodic reports filed with or furnished to the Commission by the Registrant
			 pursuant to Section 13 or Section 15(d) of the Exchange Act that are
			 incorporated by reference in this Registration Statement. <BR></TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="93%" COLSPAN="2">(2) That, for the purpose of determining
			 any liability under the Securities Act, each such post-effective amendment
			 shall be deemed to be a new Registration Statement relating to the securities
			 offered therein, and the offering of such securities at that time shall be
			 deemed to be the initial bona fide offering thereof. </TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="93%" COLSPAN="2">(3) To remove from registration by means of
			 a post-effective amendment any of the securities being registered which remain
			 unsold at the termination of the offering. </TD>
		</TR>
		<TR>
		  <TD WIDTH="100%" COLSPAN="3"> (b) The Registrant hereby undertakes
			 that, for purposes of determining any liability under the Securities Act, each
			 filing of the Registrant&#146;s annual report pursuant to Section 13(a) or
			 Section 15(d) of the Exchange Act (and, where applicable, each filing of an
			 employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
			 Exchange Act) that is incorporated by reference in the Registration Statement
			 shall be deemed to be a new Registration Statement relating to the securities
			 offered therein, and the offering of such securities at that time shall be
			 deemed to be the initial bona fide offering thereof. <BR></TD>
		</TR>
		<TR>
		  <TD WIDTH="100%" COLSPAN="3">(c) Insofar as indemnification for
			 liabilities arising under the Securities Act may be permitted to directors,
			 officers and controlling persons of the Registrant pursuant to the provisions
			 described in Item 6 or otherwise, the Registrant has been advised that in the
			 opinion of the Commission such indemnification is against public policy as
			 expressed in the Securities Act and is, therefore, unenforceable. In the event
			 that a claim for indemnification against such liabilities (other than the
			 payment by the Registrant of expenses incurred or paid by a director, officer
			 or controlling person of the Registrant in the successful defense of any
			 action, suit or proceeding) is asserted by such director, officer or
			 controlling person in connection with the securities being registered
			 hereunder, the Registrant will, unless in the opinion of its counsel the
			 question has already been settled by controlling precedent, submit to a court
			 of appropriate jurisdiction the question of whether such indemnification by it
			 is against public policy as expressed in the Securities Act and will be
			 governed by the final adjudication of such issue.</TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="85%">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="7%">&nbsp;</TD>
		  <TD WIDTH="85%">&nbsp;</TD>
		</TR>
	 </TABLE>
	 <P ALIGN="JUSTIFY">&nbsp;</P>
	 <P ALIGN="CENTER"><B>SIGNATURES</B></P>
	 <P ALIGN="JUSTIFY"></P>
	 <P ALIGN="JUSTIFY"> Pursuant to the requirements of the Securities Act, the
		Registrant certifies that it has reasonable grounds to believe that it meets
		all of the requirements for filing on Form S-8 and has duly caused this
		Registration Statement to be signed on its behalf by the undersigned, thereunto
		duly authorized, in the City of Deerfield, State of Illinois, on this 30th day
		of January, 2004.</P>
	 <P ALIGN="JUSTIFY"></P>
	 <TABLE WIDTH="90%" BORDER="0">
		<TR>
		  <TD WIDTH="540">&nbsp;</TD>
		  <TD WIDTH="316" COLSPAN="2">WALGREEN CO.</TD>
		</TR>
		<TR>
		  <TD WIDTH="540">&nbsp;</TD>
		  <TD WIDTH="40">&nbsp;</TD>
		  <TD WIDTH="274">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="540">&nbsp;</TD>
		  <TD WIDTH="40">By: /s/ </TD>
		  <TD WIDTH="274">William M. Rudolphsen</TD>
		</TR>
		<TR>
		  <TD WIDTH="540">&nbsp;</TD>
		  <TD WIDTH="40">&nbsp;</TD>
		  <TD WIDTH="274">William M. Rudolphsen</TD>
		</TR>
		<TR>
		  <TD WIDTH="540">&nbsp;</TD>
		  <TD WIDTH="40">&nbsp;</TD>
		  <TD WIDTH="274">Senior Vice President and </TD>
		</TR>
		<TR>
		  <TD WIDTH="540">&nbsp;</TD>
		  <TD WIDTH="40">&nbsp;</TD>
		  <TD WIDTH="274">Chief Financial Officer </TD>
		</TR>
	 </TABLE>
	 <P ALIGN="CENTER"><B>POWER OF ATTORNEY</B></P>
	 <P ALIGN="CENTER"></P>
	 <P ALIGN="JUSTIFY"> KNOW ALL PERSONS BY THESE PRESENTS, that each person
		whose signature appears below constitutes and appoints David W. Bernauer and
		William M. Rudolphsen, and each of them, his true and lawful attorneys-in-fact
		and agents, with full power of substitution and resubstitution for him and in
		his name, place and stead, in any and all capacities, to sign, execute and file
		this Registration Statement and any amendments (including, without limitation,
		post-effective amendments) to this Registration Statement, and to file the
		same, with all exhibits thereto and all documents required to be filed with
		respect therewith, with the Securities and Exchange Commission or any
		regulatory authority, granting unto such attorneys-in-fact and agents full
		power and authority to do and perform each and every act and thing requisite
		and necessary to be done in connection therewith and about the premises in
		order to effectuate the same as fully to all intents and purposes as he might
		or could do if personally present, hereby ratifying and confirming all that
		such attorneys-in-fact and agents or his or their substitute or substitutes,
		may lawfully do or cause to be done.</P>
	 <P ALIGN="JUSTIFY"> Pursuant to the requirements of the Securities Act of
		1933, as amended, this Registration Statement has been signed by the following
		persons in the capacities indicated on this 30th day of January, 2004.</P>
	 <P ALIGN="JUSTIFY"></P>
	 <TABLE CELLSPACING="0" BORDER="0" WIDTH="492" CELLPADDING="4">
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P ALIGN="CENTER"><B><FONT SIZE="3">Signature </FONT></B></P> </TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P ALIGN="CENTER"><B><FONT SIZE="3">Title </FONT></B></P> </TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P>/s/ David W. Bernauer<BR> David W. Bernauer</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Chairman of the Board, Chief Executive Officer and Director
				(Principal Executive Officer)</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P>/s/ William M. Rudolphsen<BR> William M. Rudolphsen</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Senior Vice President and Chief Financial Officer (Principal
				Financial Officer)</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P> /s Mia M. Scholz<BR> Mia M. Scholz</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"> </TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Controller (Principal Accounting Officer)</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"> </TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P>/s/ William C. Foote<BR> William C. Foote</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P>/s/ James J. Howard<BR> James J. Howard</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P>/s/ Alan G. McNally<BR> Alan G. McNally</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P> /s/ Cordell Reed <BR>Cordell Reed</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P>/s/ Jeffrey A. Rein <BR>Jeffrey A. Rein</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>President, Chief Operating Officer and Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P> /s/ David Y. Schwartz <BR>David Y. Schwartz</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"> </TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P> /s/ John B. Schwemm<BR> John B. Schwemm</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P> /s/ Marilou M. von Ferstel <BR>Marilou M. von Ferstel</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
		<TR>
		  <TD WIDTH="47%" VALIGN="TOP">
			 <P> /s/ C.R. Walgreen III<BR> C.R. Walgreen III</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		  <TD WIDTH="48%" VALIGN="TOP">
			 <P>Director</P></TD>
		  <TD WIDTH="3%" VALIGN="MIDDLE"></TD>
		</TR>
	 </TABLE>
	 <P ALIGN="CENTER"><B>EXHIBIT INDEX</B></P>
	 <P ALIGN="JUSTIFY"><U></U></P>
	 <TABLE WIDTH="90%" BORDER="0">
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP"><U>Exhibit Number</U></TD>
		  <TD WIDTH="720">
			 <P ALIGN="JUSTIFY"> <U>Description of Document</U></P></TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">4.1 </TD>
		  <TD WIDTH="720">
			 <P ALIGN="JUSTIFY">Articles of Incorporation of the Registrant, as
				amended, filed with the Securities and Exchange Commission as Exhibit 3(a) to
				the Registrant&#146;s Quarterly Report on Form 10-Q for the quarter ended
				February 28, 1999, and incorporated by reference herein.</P></TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">4.2</TD>
		  <TD WIDTH="720">
			 <P ALIGN="JUSTIFY"> By-Laws of the Registrant, as amended and
				restated effective as of July 9, 2003, filed with the Securities and Exchange
				Commission as Exhibit 3(b) to the Registrant&#146;s Quarterly Report on Form
				10-Q for the fiscal quarter ended November 30, 2003, and incorporated by
				reference herein.</P></TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">4.3</TD>
		  <TD WIDTH="720">Rights Agreement dated as of July 10, 1996, between the
			 Registrant and Harris Trust and Savings Bank, filed with the Securities and
			 Exchange Commission as Exhibit 1 to the Registrant&#146;s Registration
			 Statement on Form 8-A on July 11, 1996 (File No. 1-604), and incorporated by
			 reference herein.</TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">4.4</TD>
		  <TD WIDTH="720">Share Walgreens Walgreen Co. Stock Purchase/Option Plan
			 (effective October 1, 1992), as amended, filed with the Securities and Exchange
			 Commission as Exhibit 10(d) to the company&#146;s Quarterly Report on Form 10-Q
			 for the quarter ended February 28, 2003, and incorporated by reference
			 herein.</TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">5.1 </TD>
		  <TD WIDTH="720">Opinion of Julian A. Oettinger, Senior Vice President,
			 General Counsel &amp; Corporate Secretary of the Registrant, regarding the
			 legality of the securities being offered (filed herewith).</TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">23.1 </TD>
		  <TD WIDTH="720">Consent of Deloitte &amp; Touche LLP (filed herewith).
			 </TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">23.2</TD>
		  <TD WIDTH="720">Consent of Julian A. Oettinger, Senior Vice President,
			 General Counsel &amp; Corporate Secretary of the Registrant (included in
			 Exhibit 5.1).</TD>
		</TR>
		<TR>
		  <TD WIDTH="138" ALIGN="CENTER" VALIGN="TOP">24.1</TD>
		  <TD WIDTH="720">Powers of Attorney (included on signature page).</TD>
		</TR>
	 </TABLE> </BODY>
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{"company-data": {"conformed-name": "WALGREEN CO", "cik": "0000104207", "assigned-sic": "5912", "irs-number": "361924025", "state-of-incorporation": "IL", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112343", "film-number": "04555751"}, "business-address": {"street1": "200 WILMOT RD", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479402500"}, "mail-address": {"street1": "200 WILMOT RD", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
Form S-8
As filed with the Securities and Exchange
		Commission on January 30, 2004
Registration No.
		333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WALGREEN CO.
(Exact name of Registrant as specified
		in its charter)
Illinois
36-1924025
(State or other
				jurisdiction
(I.R.S. Employer
of incorporation or
				organization)
Identification No.)
200 Wilmot Road
Deerfield, Illinois 60015
(Address of Principal Executive Offices)
SHARE WALGREENS
WALGREEN CO. STOCK PURCHASE/OPTION
		PLAN
(Full title of the plan)
Julian A. Oettinger
Senior Vice President, General
		Counsel & Corporate Secretary
Walgreen Co.
200 Wilmot Road
Deerfield, Illinois 60015
Telephone: (847) 914-3004
(Name, address,
		including zip code, and telephone number, including area code, of agent for
		service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be
				Registered
Amount to be
Registered
Proposed
Maximum
Offering
				Price Per Share
Proposed Maximum
Aggregate
				Offering Price
Amount of
Registration
				Fee
Common Stock ($.078125 Par Value)
				(1)(2)
42,000,000 (3)
$34.385 (4)
$1,444,170,000
$182,976.34
Together with an indeterminable number of additional
		  securities in order to adjust the number of securities reserved for issuance
		  pursuant to the plan being registered pursuant to this registration statement
		  as the result of a stock split, stock dividend or similar transaction affecting
		  the Common Stock of Walgreen Co. (the "Registrant"), pursuant to Rule 416(a)
		  under the Securities Act of 1933, as amended (the "Securities
		  Act").
Includes associated preferred share purchase rights (the "Preferred
		  Share Purchase Rights") to purchase Junior Participating Preferred Stock of the
		  Registrant that will not be exercisable or evidenced separately from the Common
		  Stock of the Registrant prior to the occurrence of certain events.
This registration statement registers an additional 42,000,000 shares
		  issuable under the Registrant's Share Walgreens Stock Purchase/Option Plan (the
		  "Plan"). An aggregate of 40,000,000 shares (after giving effect to stock
		  splits) issuable under the Plan have previously been registered under
		  Registration Statement No. 33-49676.
Estimated in accordance with Rule 457(c) and (h)(1) under the
		  Securities Act, the proposed maximum offering price per share, proposed maximum
		  aggregate offering price and the amount of the registration fee are based upon
		  the average of the high and low sale prices for a share of Common Stock of the
		  Registrant as reported on the New York Stock Exchange on January 29, 2004.
WALGREEN CO.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION
		STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement incorporates herein by
		reference the following documents and information which have been filed with
		the Securities and Exchange Commission (the "Commission") by the
		Registrant:
The Registrant's Annual Report on Form 10-K for the fiscal year
		  ended August 31, 2003;
The Registrant's Quarterly Report on Form 10-Q for the quarter ended
		  November 30, 2003;
The Registrant's Current Report on Form 8-K filed on January 12,
		  2004; and
The description of the Common Stock, par value $0.078125 per share,
		  and the associated Preferred Share Purchase Rights contained in the
		  Registrant's registration statements filed under the Securities Exchange Act of
		  1934 (the "Exchange Act"), including any amendments or reports filed for the
		  purpose of updating such descriptions.
In addition, all other documents filed by the Registrant with the
		Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
		subsequent to the date of this Registration Statement and prior to the filing
		of a post-effective amendment to this Registration Statement which indicates
		that all securities offered have been sold or which de-registers all securities
		then remaining unsold, shall be deemed to be incorporated by reference in this
		Registration Statement and to be a part hereof from the date of filing of such
		documents. Any statement contained herein or in a document incorporated herein
		by reference shall be deemed to be modified or superseded for purposes hereof
		to the extent that a statement contained herein or in any other subsequently
		filed document incorporated herein by reference modifies or supersedes such
		statement. Any such statement so modified or superseded shall not be deemed,
		except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
		Counsel.
Julian A. Oettinger, Senior Vice President, General
		Counsel, and Secretary of the Registrant, has opined as to the legality of the
		securities being offered by this Registration Statement. At the time of
		rendering his opinion, Mr. Oettinger owned 271,152 shares of Common Stock,
		including 262,990 shares subject to options, 183,902 of which are exercisable
		or may become exercisable within 60 days.
Item 6. Indemnification of Directors and Officers.
Provisions of the Illinois Business Corporation Act
		provide that the Registrant may, and in some circumstances must, indemnify the
		directors and officers of the Registrant against liabilities and expenses
		incurred by any such person by reason of the fact that such person was serving
		in such capacity, subject to certain limitations and conditions set forth in
		the statute. Substantially similar provisions that require such indemnification
		are contained in the Registrant's By-Laws, which are incorporated herein
		by reference. The Registrant has an insurance policy covering its directors and
		officers against certain personal liability, which may include liabilities
		under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby
			 undertakes:
(1) To file during any period in which
			 offers or sales are being made, a post-effective amendment to this Registration
			 Statement:
(i) To include any prospectus required by Section
			 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
			 arising after the effective date of the Registration Statement (or the most
			 recent post-effective amendment thereof) which, individually or in the
			 aggregate, represent a fundamental change in the information set forth in the
			 Registration Statement;
(iii) To include any material information with respect
			 to the plan of distribution not previously disclosed in the Registration
			 Statement or any material change to such information in the Registration
			 Statement;
Provided, however, that paragraphs
			 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
			 included in a post-effective amendment by those paragraphs is contained in
			 periodic reports filed with or furnished to the Commission by the Registrant
			 pursuant to Section 13 or Section 15(d) of the Exchange Act that are
			 incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining
			 any liability under the Securities Act, each such post-effective amendment
			 shall be deemed to be a new Registration Statement relating to the securities
			 offered therein, and the offering of such securities at that time shall be
			 deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of
			 a post-effective amendment any of the securities being registered which remain
			 unsold at the termination of the offering.
(b) The Registrant hereby undertakes
			 that, for purposes of determining any liability under the Securities Act, each
			 filing of the Registrant's annual report pursuant to Section 13(a) or
			 Section 15(d) of the Exchange Act (and, where applicable, each filing of an
			 employee benefit plan's annual report pursuant to Section 15(d) of the
			 Exchange Act) that is incorporated by reference in the Registration Statement
			 shall be deemed to be a new Registration Statement relating to the securities
			 offered therein, and the offering of such securities at that time shall be
			 deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for
			 liabilities arising under the Securities Act may be permitted to directors,
			 officers and controlling persons of the Registrant pursuant to the provisions
			 described in Item 6 or otherwise, the Registrant has been advised that in the
			 opinion of the Commission such indemnification is against public policy as
			 expressed in the Securities Act and is, therefore, unenforceable. In the event
			 that a claim for indemnification against such liabilities (other than the
			 payment by the Registrant of expenses incurred or paid by a director, officer
			 or controlling person of the Registrant in the successful defense of any
			 action, suit or proceeding) is asserted by such director, officer or
			 controlling person in connection with the securities being registered
			 hereunder, the Registrant will, unless in the opinion of its counsel the
			 question has already been settled by controlling precedent, submit to a court
			 of appropriate jurisdiction the question of whether such indemnification by it
			 is against public policy as expressed in the Securities Act and will be
			 governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
		Registrant certifies that it has reasonable grounds to believe that it meets
		all of the requirements for filing on Form S-8 and has duly caused this
		Registration Statement to be signed on its behalf by the undersigned, thereunto
		duly authorized, in the City of Deerfield, State of Illinois, on this 30th day
		of January, 2004.
WALGREEN CO.
By: /s/
William M. Rudolphsen
William M. Rudolphsen
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
		whose signature appears below constitutes and appoints David W. Bernauer and
		William M. Rudolphsen, and each of them, his true and lawful attorneys-in-fact
		and agents, with full power of substitution and resubstitution for him and in
		his name, place and stead, in any and all capacities, to sign, execute and file
		this Registration Statement and any amendments (including, without limitation,
		post-effective amendments) to this Registration Statement, and to file the
		same, with all exhibits thereto and all documents required to be filed with
		respect therewith, with the Securities and Exchange Commission or any
		regulatory authority, granting unto such attorneys-in-fact and agents full
		power and authority to do and perform each and every act and thing requisite
		and necessary to be done in connection therewith and about the premises in
		order to effectuate the same as fully to all intents and purposes as he might
		or could do if personally present, hereby ratifying and confirming all that
		such attorneys-in-fact and agents or his or their substitute or substitutes,
		may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of
		1933, as amended, this Registration Statement has been signed by the following
		persons in the capacities indicated on this 30th day of January, 2004.
Signature
Title
/s/ David W. Bernauer
David W. Bernauer
Chairman of the Board, Chief Executive Officer and Director
				(Principal Executive Officer)
/s/ William M. Rudolphsen
William M. Rudolphsen
Senior Vice President and Chief Financial Officer (Principal
				Financial Officer)
/s Mia M. Scholz
Mia M. Scholz
Controller (Principal Accounting Officer)
/s/ William C. Foote
William C. Foote
Director
/s/ James J. Howard
James J. Howard
Director
/s/ Alan G. McNally
Alan G. McNally
Director
/s/ Cordell Reed
Cordell Reed
Director
/s/ Jeffrey A. Rein
Jeffrey A. Rein
President, Chief Operating Officer and Director
/s/ David Y. Schwartz
David Y. Schwartz
Director
/s/ John B. Schwemm
John B. Schwemm
Director
/s/ Marilou M. von Ferstel
Marilou M. von Ferstel
Director
/s/ C.R. Walgreen III
C.R. Walgreen III
Director
EXHIBIT INDEX
Exhibit Number
Description of Document
4.1
Articles of Incorporation of the Registrant, as
				amended, filed with the Securities and Exchange Commission as Exhibit 3(a) to
				the Registrant's Quarterly Report on Form 10-Q for the quarter ended
				February 28, 1999, and incorporated by reference herein.
4.2
By-Laws of the Registrant, as amended and
				restated effective as of July 9, 2003, filed with the Securities and Exchange
				Commission as Exhibit 3(b) to the Registrant's Quarterly Report on Form
				10-Q for the fiscal quarter ended November 30, 2003, and incorporated by
				reference herein.
4.3
Rights Agreement dated as of July 10, 1996, between the
			 Registrant and Harris Trust and Savings Bank, filed with the Securities and
			 Exchange Commission as Exhibit 1 to the Registrant's Registration
			 Statement on Form 8-A on July 11, 1996 (File No. 1-604), and incorporated by
			 reference herein.
4.4
Share Walgreens Walgreen Co. Stock Purchase/Option Plan
			 (effective October 1, 1992), as amended, filed with the Securities and Exchange
			 Commission as Exhibit 10(d) to the company's Quarterly Report on Form 10-Q
			 for the quarter ended February 28, 2003, and incorporated by reference
			 herein.
5.1
Opinion of Julian A. Oettinger, Senior Vice President,
			 General Counsel & Corporate Secretary of the Registrant, regarding the
			 legality of the securities being offered (filed herewith).
23.1
Consent of Deloitte & Touche LLP (filed herewith).
23.2
Consent of Julian A. Oettinger, Senior Vice President,
			 General Counsel & Corporate Secretary of the Registrant (included in
			 Exhibit 5.1).
24.1
Powers of Attorney (included on signature page).