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(Mark One)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The number of shares issued and outstanding of the registrant's Common Stock, $.078125 par value, as of June 30, 2003 was 1,024,908,276.

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WALGREEN CO. AND SUBSIDIARIES

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The consolidated condensed financial statements included herein have been prepared by the company pursuant to the rules and regulations of the Securities and Exchange Commission. The Consolidated Condensed Balance Sheet as of May 31, 2003, the Consolidated Condensed Statements of Earnings for the three and nine months ended May 31, 2003 and 2002, and the Consolidated Condensed Statements of Cash Flows for the nine months ended May 31, 2003 and 2002, have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the company's latest annual report on Form 10-K.

In the opinion of the company the consolidated condensed statements for the unaudited interim periods presented include all adjustments, consisting only of normal recurring adjustments, necessary to present a fair statement of the results for such interim periods. Because of the influence of certain holidays, seasonal and other factors on the company's operations, net earnings for any interim period may not be comparable to the same interim period in previous years, nor necessarily indicative of earnings for the full year.

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The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these Statements.

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The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these Statements.

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The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these Statements.

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WALGREEN CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1) Inventories are valued on a lower of last-in, first-out (LIFO) cost or market basis. At May 31, 2003 and August 31, 2002, inventories would have been greater by $749.2 million and $693.5 million respectively, if they had been valued on a lower of first-in, first-out (FIFO) cost or market basis. LIFO inventory costs can only be determined annually when inflation rates and inventory levels are finalized; therefore, LIFO inventory costs for interim financial statements are estimated. Cost of sales is primarily derived from an estimate based upon point-of-sale scanning and adjusted based on periodic inventories.

(2) The company capitalized interest expense as part of significant construction projects. The amounts capitalized were $.4 million and $1.2 million for the quarter and nine-month periods ended May 31, 2003 versus $.8 million and $8.0 million for the comparable periods a year ago.

(3) The company remains secondarily liable on 58 assigned leases. The maximum potential of undiscounted future payments is $17.3 million as of May 31, 2003. Lease option dates vary with some extending to 2018. Most of the assignments were a result of the sale of the "Wag’s" restaurants in August 1988. The company has recorded liabilities in cases where the assignee has defaulted on its obligations, and such liabilities are not material to the financial statements.

(4) The company applies Accounting Principles Board (APB) Opinion No. 25 and related interpretations in accounting for its stock-based compensation plans. Accordingly, no compensation has been recognized based on the fair value of its grants under these plans. Had compensation costs been determined consistent with the method of Statement of Financial Accounting Standards (SFAS) No. 123 for options granted in fiscal 2003 and 2002, pro forma net earnings and net earnings per common share would have been as follows:

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net earnings for the third quarter, ended May 31, 2003, were $296.1 million or $.29 per share (diluted). This was a 14.3% increase in net earnings over last year. Net earnings for the nine months were up 16.5% to $898.6 million or $.87 per share (diluted). This year’s third quarter included a $12.0 million pre-tax or $.0073 per share (diluted) gain for receipt of a vitamin antitrust litigation settlement. This gain, coupled with $17.0 million of pre-tax gains from prescription drug antitrust litigation settlements recorded earlier this year, resulted in a $29.0 million pre-tax or $.0175 cents per share (diluted) nine-month gain. Similarly, last year’s nine-month period results included a $5.5 million pre-tax or $.0037 per share prescription drug antitrust litigation settlement. The quarter and nine-month net earnings increase resulted from improved sales and gross profit ratios partially offset by higher expense ratios.

Net sales increased by 12.6% in the third quarter, to $8.3 billion, and rose by 13.1% to $24.3 billion for the first nine months. Drugstore sales increases resulted from sales gains in existing stores and added sales from new stores, each of which include an indeterminate amount of market-driven price changes. Increased generic drug utilization, while having a positive effect on gross margin, negatively affects sales as a result of a lower selling price than their brand name counterparts. Comparable drugstore (those open at least one year) sales were up 8.2% for the quarter and first nine months. New store openings accounted for a sales increase of 7.3% for the quarter and 7.7% for the nine-months. We operated 4,050 drugstores as of May 31, 2003, compared to 3,766 a year earlier.

Prescription sales increased 15.5% for the third quarter and 17.5% for the first nine months. Prescription sales in comparable stores increased 11.5% for the quarter 13.1% for the nine-month period while non-prescription sales in comparable stores increased 3.2% and 1.3% for the same periods. The effect of generic drugs replacing brand name drugs was to lower prescription sales by 2.1% for the quarter and 2.3% for the nine-month period. Also affecting prescription sales, was the shift of Claritin from prescription to over-the-counter status. Third party sales, where reimbursement is received from managed care organizations and government and private insurance, were 90.6% of pharmacy sales compared to 89.8% a year ago. Pharmacy sales trends are expected to continue primarily because of expansion into new markets, increased penetration in existing markets, availability of new drugs, demographic changes such as the aging population, and a Medicare prescription drug benefit that may increase drug usage. There have been continuing efforts to reduce state Medicaid reimbursement levels below cost. We continue to evaluate these reimbursement rates on a case by case basis.

As of January 2003, we adopted Emerging Issues Task Force (EITF) Issue No. 02-16, "Accounting by a Customer for Certain Consideration Received from a Vendor." This pronouncement requires vendor allowances to be treated as a reduction of inventory cost unless specifically identified as reimbursements for other services. In addition, any vendor allowances received in excess of the cost incurred for such services should also be treated as a reduction of inventory cost. The impact of EITF Issue No. 02-16 in this quarter resulted in an increase to advertising costs of $27.1 million (.33% of total sales), a reduction to cost of sales of $20.6 million (.25% of total sales), and a reduction to pre-tax earnings and inventory of $6.5 million. The nine-month impact resulted in an increase to advertising costs of $47.1 million (.19% of total sales), a reduction to cost of sales of $35.1 million (.14% of total sales), and a reduction to pre-tax earnings and inventory of $12.0 million.

Gross margins were 26.8% of sales in the quarter and 27.1% for the nine-month period compared to 26.2% and 26.4% for the comparable periods last year. Contributing to the increase was the effect of the shift in vendor allowances from advertising to cost of sales.

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We use the LIFO method of inventory valuation, which can only be determined annually when inflation rates and inventory levels are finalized; therefore, LIFO inventory costs for interim financial statements are estimated. Cost of sales includes a LIFO provision of $9.0 million ($.0049 per share) and $55.7 million ($.0307 per share) for the quarter and nine-month periods ended May 31, 2003 versus $22.6 million ($.0125 per share) and $65.8 million ($.0363 per share) for the same periods a year ago. The current estimate of annual inflation rate is 1.75% which was lowered from 2.25% last quarter due to lower than projected inflation on over-the-counter drug products

Selling, occupancy and administration expenses increased to 21.2% from 20.6% of sales in the quarter and to 21.3% from 20.7% of sales for the nine months. The increases were principally caused by the effect of the shift in vendor allowances from advertising to costs of sales and higher store salaries and occupancy as a percent to sales. Contributing to the rise in salaries was the increase in the number of 24-hour stores over a year ago. Lower sales as a result of new generic drugs also negatively affected expense ratios.

The effective tax rate was 37.75% for the quarter and nine-month period this fiscal year and last fiscal year.

CRITICAL ACCOUNTING POLICIES

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include amounts based on management's prudent judgments and estimates. Actual results may differ from these estimates. Management believes that any reasonable deviation from those judgments and estimates would not have a material impact on our consolidated financial position or results of operations. Some of the more significant estimates include liability for closed locations, liability for insurance claims, vendor allowances, allowance for doubtful accounts, and cost of sales. We use the following techniques to determine estimates:

FINANCIAL CONDITION

Cash and cash equivalents were $854.4 million at May 31, 2003, compared to $286.2 million at May 31, 2002. Short-term investment objectives are to minimize risk, maintain liquidity and maintain after-tax yields. To attain these objectives, investment limits are placed on the amount, type and issuer of securities. Investments are principally in top-tier money market funds, tax exempt bonds and commercial paper.

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Net cash provided by operating activities for the first nine months of fiscal 2003 was $1,105.6 million compared to $1,181.4 million a year ago. Our profitability is the principal source for providing funds for expansion and remodeling programs, dividends to shareholders and funding for various technological improvements. This change between periods was principally due to increased inventory levels.

Net cash used for investing activities was $495.1 million versus $464.4 million last year. Additions to property and equipment were $573.0 million compared to $691.8 million last year. There were 221 new or relocated drugstores opened during the first nine months of this year compared to 319 in the same period last year. This reduction represents a combination of timing and a more selective site approval process. New stores are owned or leased. There were 28 owned locations opened during the first nine months of this year and 54 under construction at May 31, 2003 versus 66 owned and 68 under construction for the same period last year. Last year, during the second quarter, we entered into a sale-leaseback transaction. This transaction involved 42 drugstore locations and resulted in proceeds of $143 million.

Capital expenditures for fiscal 2003 are expected to exceed $850 million. We expect to open approximately 425 new stores in fiscal 2003 and have a total of 7,000 drugstores by the year 2010. We are continuing to relocate stores to more convenient and profitable freestanding locations. In addition to new stores, a significant portion of the expenditures will be made for technology and distribution centers. A new distribution center in Perrysburg, Ohio opened in May. Another in Moreno Valley, California is scheduled to open in the spring of 2004.

Net cash used for financing activities was $206.0 million compared to $447.7 million last year. There were no outstanding borrowings during the first nine months this year. The first nine months of last year included payments of $440.7 million on short-term borrowings. At May 31, 2003, we have a syndicated bank line of credit facility of $400 million to support our short-term commercial paper program. This fiscal year we have purchased stock on the open market to satisfy the requirements of various stock purchase and option plans as opposed to last fiscal year when stock was principally issued from unissued shares.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table lists our contractual obligations and commitments as of May 31, 2003:

* Not on balance sheet.

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OFF-BALANCE SHEET ARRANGEMENTS

Letters of credit are issued to support purchase obligations and other commitments (as reflected on the Contractual Obligations and Commitments table) as follows:

We have no other off-balance sheet arrangements other than those disclosed on the previous Contractual Obligations and Commitments table.

Both on and off balance sheet financing are considered when targeting debt to equity ratios in order to balance the interest of equity and debt (real estate) investors. This balance allows us to lower our cost of capital while maintaining a prudent level of financial risk.

RECENT ACCOUNTING PRONOUNCEMENTS

In December, the FASB (Financial Accounting Standards Board) issued SFAS 148, "Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123," which adds additional disclosures (and modifies some existing disclosures) for registrants that have adopted the disclosure-only requirements of SFAS 123, including additional disclosures required within interim financial reporting information. We have included the required disclosures in footnote 4 to these consolidated condensed statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this Form 10-Q, as well as in other public filings, press releases and oral statements made by our representatives, is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes statements concerning pharmacy sales trends, prescription margins, number and location of new store openings, the level of capital expenditures, demographic trends; as well as those that include or are preceded by the words "expects,""estimates,""believes" or similar language. For such statements, we claim the protection of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

The following factors, in addition to those discussed elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended August 31, 2002, could cause results to differ materially from management expectations as projected in such forward-looking statements: the impact of events related to any terrorist actions, changes in economic conditions generally or in the markets served by the company; consumer preferences and spending patterns; competition from other drugstore chains, supermarkets, on-line retailers, other retailers and mail order companies; the introduction of new brand and generic prescription drugs; changes in state or federal legislation or regulations; the efforts of third party payers to reduce pharmacy reimbursement rates; the success of planned advertising and merchandising strategies; the availability and cost of real estate and construction; changes in accounting policies and practices; the company's ability to hire and retain pharmacists and other store and management personnel; the company's relationships with its suppliers; the company's ability to successfully implement new computer systems and technology; and adverse determinations with respect to litigation or other claims. Unless otherwise required by applicable securities laws, the company assumes no obligation to update its forward-looking statements to reflect subsequent events or circumstances.

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Item 3. Qualitative and Quantitative Disclosure about Market Risk

Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item.

Item 4. Controls and Procedures

Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-Q, the company’s Chief Executive Officer and Chief Financial Officer believe the company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective in timely alerting the company’s management to material information required to be included in this Form 10-Q and other Exchange Act filings.

There were no significant changes in the company’s internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation, and there were no significant deficiencies or material weaknesses which required corrective actions.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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I, David W. Bernauer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Walgreen Co.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 8, 2003

/s/David W. Bernauer

David W. Bernauer

Chief Executive Officer

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I, Roger L. Polark, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Walgreen Co.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 8, 2003

/s/Roger L. Polark

Roger L. Polark

Chief Financial Officer

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Exhibit 99.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Walgreen Co., an Illinois corporation (the "Company"), on Form 10-Q for the quarter ending May 31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, David W. Bernauer, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/David W. Bernauer

David W. Bernauer

Chief Executive Officer

Date: July 8, 2003

A signed original of this written statement required by Section 906 has been provided to Walgreen Co. and will be retained by Walgreen Co. and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 99.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Walgreen Co., an Illinois corporation (the "Company"), on Form 10-Q for the quarter ending May 31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Roger L. Polark, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/Roger L. Polark

Roger L. Polark

Chief Financial Officer

Date: July 8, 2003

A signed original of this written statement required by Section 906 has been provided to Walgreen Co. and will be retained by Walgreen Co. and furnished to the Securities and Exchange Commission or its staff upon request.

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