<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2002
                                                 REGISTRATION NO. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   ----------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        D & K HEALTHCARE RESOURCES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                      43-1465483
  (STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER IDENTIFICATION NO.)
      OF INCORPORATION OR
         ORGANIZATION)


           8000 MARYLAND AVENUE, SUITE 920, ST. LOUIS, MISSOURI 63105
           ----------------------------------------------------------
       (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                         2001 LONG TERM INCENTIVE PLAN
                         -----------------------------
                           (FULL TITLE OF THE PLANS)



                             J. HORD ARMSTRONG, III
                        D & K HEALTHCARE RESOURCES, INC.
                        8000 MARYLAND AVENUE, SUITE 920
                           ST. LOUIS, MISSOURI 63105
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (314) 727-3485
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                WITH A COPY TO:

                           JOHN L. GILLIS, JR., ESQ.
                             ARMSTRONG TEASDALE LLP
                      ONE METROPOLITAN SQUARE, SUITE 2600
                         ST. LOUIS, MISSOURI 63102-2740
                                 (314) 621-5070


                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>

                                                                AMOUNT OF      PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
                                                              SHARES TO BE      OFFERING PRICE        AGGREGATE         REGISTRATION
           TITLE OF SECURITIES TO BE REGISTERED               REGISTERED(1)       PER SHARE       OFFERING PRICE(2)          Fee
           ------------------------------------               -------------    ----------------   -----------------     ------------
<S>                                                           <C>              <C>                <C>                   <C>
Common Stock, par value $.01 per share, and associated          1,000,000           $27.84          $27,840,000           $2,561.28
preferred stock purchase rights
</Table>

(1)      Pursuant to Rule 416, this registration statement covers, in addition
         to the number of shares of common stock shown above, an indeterminate
         number of shares which, by reason of any stock dividend, split up,
         combination or other change in the Registrant's common stock, may
         become subject to the plan.

(2)      Estimated solely for the purpose of determining the amount of the
         registration fee in accordance with Rule 457(h)(1) and based on the
         average of the high and low trading prices of Registrant's common stock
         as reported on the Nasdaq National Market on August 19, 2002.



<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information called for by Part I of this registration statement on
Form S-8 is included in the description of the Plan to be delivered to persons
eligible to participate in the Plan. Pursuant to the Note in the Instructions to
Part I of Form S-8, this information is not being filed with or included in this
registration statement.

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:

         (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2001;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Form 10-K;

         (c) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form S-3, as amended, File No. 333-60146.

         The financial statements included in the Annual Report on Form 10-K
incorporated herein by reference were audited by Arthur Andersen LLP. After
reasonable efforts, the Registrant has not been able to obtain the consent of
Arthur Andersen LLP to the incorporation by reference of its audit report dated
August 7, 2001 into this registration statement. Accordingly, Arthur Andersen
LLP will not be liable to investors under Section 11(a) of the Securities Act
because it has not consented to being named as an expert in this registration
statement, and therefore such lack of consent may limit the recovery by
investors from Arthur Andersen LLP.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities offered hereunder then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which



                                      II-1
<PAGE>

also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation, or
any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interest of the corporation, and
in connection with any criminal suit or proceeding, if in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further permits a Delaware corporation to grant its
directors and officers additional rights of indemnification through by-law
provisions and otherwise and to purchase indemnity insurance on behalf of its
directors and officers.

         Article 8.B of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify all persons who the Registrant may indemnify under
Section 145.

         Article 8.A of the Registrant's Amended and Restated Certificate of
Incorporation provides that directors of the Registrant shall not be personally
liable for monetary damages to the Registrant or its stockholders for a breach
of fiduciary duty as a director, except for liability as a result of (i) a
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) an act related to the unlawful stock
repurchase or payment of a dividend under Section 174 of Delaware General
Corporation Law; and (iv) a transaction from which the director derived an
improper personal benefit.

         Article VII of the Registrant's By-laws provides, in general, that the
registrant shall indemnify its directors and officers to the full extent allowed
under law.

         In addition, the Registrant maintains directors' and officers'
liability insurance for the benefit of its directors and officers.

ITEM 8. EXHIBITS.

         The Exhibits listed in the Exhibit Index below, hereby incorporated by
reference, are filed as a part of this registration statement.

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:



                                      II-2

<PAGE>

         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.

                  Notwithstanding the foregoing, any increase or decrease in
         volume of securities offered (if the total dollar value of securities
         offered would not exceed that which was registered) and any deviation
         from the low or high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in the effective registration statement; and

                  (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 the 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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



                                      II-3
<PAGE>

foregoing provisions, 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, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question 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.



                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 County of St. Louis, State of Missouri, on August 14, 2002.


                                          D & K HEALTHCARE RESOURCES, INC.

                                          By:      /s/ J. Hord Armstrong, III
                                              ----------------------------------
                                                   J. Hord Armstrong, III
                                                 Chairman of the Board and
                                                  Chief Executive Officer


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of D & K Healthcare
Resources, Inc., hereby severally constitute and appoint J. Hord Armstrong, III
and Martin D. Wilson and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for each of us in
our name, place, and stead, in any and all capacities, to sign D & K Healthcare
Resources, Inc.'s registration statement on Form S-8, and any other registration
statement relating to the same offering, and any and all amendments thereto
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grant to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as each of us might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or his or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed as of August 14, 2002 by the following
persons in the capacities indicated.


<Table>
<Caption>


                  Signature                                                  Title
                  ---------                                                  -----

<S>                                                 <C>

          /s/ J. Hord Armstrong, III                Chairman of the Board and Chief Executive
-----------------------------------------------     Officer (Chief Executive Officer)
            J. Hord Armstrong, III


             /s/ Thomas S. Hilton                   Senior Vice President and Chief Financial
-----------------------------------------------     Officer (Chief Financial and Accounting Officer)
               Thomas S. Hilton

             /s/ Richard F. Ford                    Director
-----------------------------------------------
               Richard F. Ford
</Table>





                                      II-5
<PAGE>

<Table>
<S>                                                 <C>
           /s/ Harvey C. Jewett, IV                 Director
-----------------------------------------------
             Harvey C. Jewett, IV


           /s/ Robert E. Korenblat                  Director
-----------------------------------------------
             Robert E. Korenblat


            /s/ Bryan H. Lawrence                   Director
-----------------------------------------------
              Bryan H. Lawrence


         /s/ Thomas F. Patton, Ph.D.                Director
-----------------------------------------------
           Thomas F. Patton, Ph.D.


                                                    Director
-----------------------------------------------
               Louis B. Susman


             /s/ Martin D. Wilson                   President, Chief Operating Officer and
-----------------------------------------------     Director
               Martin D. Wilson

</Table>




                                      II-6
<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>

Exhibit                 Description
-------                 -----------
<S>                     <C>

4.1*                    D & K Healthcare Resources, Inc. 2001 Long Term
                        Incentive Plan

4.2                     Form of Rights Agreement dated as of November 12, 1998
                        between Registrant and Harris Trust and Savings Bank as
                        Rights Agent, which includes as Exhibit B the form of
                        Right Certificate, filed as an exhibit to Form 8-K dated
                        November 17, 1998

5*                      Opinion of Armstrong Teasdale LLP regarding legality of
                        shares being registered

15                      Omitted - Inapplicable

23.1                    Consent of Arthur Andersen LLP (omitted pursuant to Rule
                        437a)

23.2*                   Consent of Armstrong Teasdale LLP (included in Exhibit
                        5)

24*                     Powers of Attorney (See Signature Page)
</Table>

----------

* Filed herewith.




                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "c71494sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19291}]
{"company-data": {"conformed-name": "D & K HEALTHCARE RESOURCES INC", "cik": "0000888914", "assigned-sic": "5122", "irs-number": "431465483", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98437", "film-number": "02744153"}, "business-address": {"street1": "8000 MARYLAND AVENUE", "street2": "SUITE 920", "city": "ST. LOUIS", "state": "MO", "zip": "63105", "phone": "3147273485"}, "mail-address": {"street1": "8000 MARYLAND AVENUE", "street2": "SUITE 920", "city": "ST. LOUIS", "state": "MO", "zip": "63105"}, "former-company": {"former-conformed-name": "D & K WHOLESALE DRUG INC/DE/", "date-changed": "19930328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2002
                                                 REGISTRATION NO. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        D & K HEALTHCARE RESOURCES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                      43-1465483
  (STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER IDENTIFICATION NO.)
      OF INCORPORATION OR
         ORGANIZATION)

           8000 MARYLAND AVENUE, SUITE 920, ST. LOUIS, MISSOURI 63105
           ----------------------------------------------------------
       (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                         2001 LONG TERM INCENTIVE PLAN
                         -----------------------------
                           (FULL TITLE OF THE PLANS)

                             J. HORD ARMSTRONG, III
                        D & K HEALTHCARE RESOURCES, INC.
                        8000 MARYLAND AVENUE, SUITE 920
                           ST. LOUIS, MISSOURI 63105
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (314) 727-3485
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                WITH A COPY TO:

                           JOHN L. GILLIS, JR., ESQ.
                             ARMSTRONG TEASDALE LLP
                      ONE METROPOLITAN SQUARE, SUITE 2600
                         ST. LOUIS, MISSOURI 63102-2740
                                 (314) 621-5070

                         CALCULATION OF REGISTRATION FEE
AMOUNT OF      PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
                                                              SHARES TO BE      OFFERING PRICE        AGGREGATE         REGISTRATION
           TITLE OF SECURITIES TO BE REGISTERED               REGISTERED(1)       PER SHARE       OFFERING PRICE(2)          Fee
           ------------------------------------               -------------    ----------------   -----------------     ------------
Common Stock, par value $.01 per share, and associated          1,000,000           $27.84          $27,840,000           $2,561.28
preferred stock purchase rights
(1)      Pursuant to Rule 416, this registration statement covers, in addition
         to the number of shares of common stock shown above, an indeterminate
         number of shares which, by reason of any stock dividend, split up,
         combination or other change in the Registrant's common stock, may
         become subject to the plan.

(2)      Estimated solely for the purpose of determining the amount of the
         registration fee in accordance with Rule 457(h)(1) and based on the
         average of the high and low trading prices of Registrant's common stock
         as reported on the Nasdaq National Market on August 19, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information called for by Part I of this registration statement on
Form S-8 is included in the description of the Plan to be delivered to persons
eligible to participate in the Plan. Pursuant to the Note in the Instructions to
Part I of Form S-8, this information is not being filed with or included in this
registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:

         (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2001;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Form 10-K;

         (c) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form S-3, as amended, File No. 333-60146.

         The financial statements included in the Annual Report on Form 10-K
incorporated herein by reference were audited by Arthur Andersen LLP. After
reasonable efforts, the Registrant has not been able to obtain the consent of
Arthur Andersen LLP to the incorporation by reference of its audit report dated
August 7, 2001 into this registration statement. Accordingly, Arthur Andersen
LLP will not be liable to investors under Section 11(a) of the Securities Act
because it has not consented to being named as an expert in this registration
statement, and therefore such lack of consent may limit the recovery by
investors from Arthur Andersen LLP.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities offered hereunder then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which

                                      II-1
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation, or
any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interest of the corporation, and
in connection with any criminal suit or proceeding, if in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further permits a Delaware corporation to grant its
directors and officers additional rights of indemnification through by-law
provisions and otherwise and to purchase indemnity insurance on behalf of its
directors and officers.

         Article 8.B of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify all persons who the Registrant may indemnify under
Section 145.

         Article 8.A of the Registrant's Amended and Restated Certificate of
Incorporation provides that directors of the Registrant shall not be personally
liable for monetary damages to the Registrant or its stockholders for a breach
of fiduciary duty as a director, except for liability as a result of (i) a
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) an act related to the unlawful stock
repurchase or payment of a dividend under Section 174 of Delaware General
Corporation Law; and (iv) a transaction from which the director derived an
improper personal benefit.

         Article VII of the Registrant's By-laws provides, in general, that the
registrant shall indemnify its directors and officers to the full extent allowed
under law.

         In addition, the Registrant maintains directors' and officers'
liability insurance for the benefit of its directors and officers.

ITEM 8. EXHIBITS.

         The Exhibits listed in the Exhibit Index below, hereby incorporated by
reference, are filed as a part of this registration statement.

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

                                      II-2
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.

                  Notwithstanding the foregoing, any increase or decrease in
         volume of securities offered (if the total dollar value of securities
         offered would not exceed that which was registered) and any deviation
         from the low or high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in the effective registration statement; and

                  (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 the 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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

                                      II-3
foregoing provisions, 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, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question 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.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 County of St. Louis, State of Missouri, on August 14, 2002.

                                          D & K HEALTHCARE RESOURCES, INC.

                                          By:      /s/ J. Hord Armstrong, III
                                              ----------------------------------
                                                   J. Hord Armstrong, III
                                                 Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of D & K Healthcare
Resources, Inc., hereby severally constitute and appoint J. Hord Armstrong, III
and Martin D. Wilson and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for each of us in
our name, place, and stead, in any and all capacities, to sign D & K Healthcare
Resources, Inc.'s registration statement on Form S-8, and any other registration
statement relating to the same offering, and any and all amendments thereto
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grant to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as each of us might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or his or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed as of August 14, 2002 by the following
persons in the capacities indicated.
Signature                                                  Title
                  ---------                                                  -----
/s/ J. Hord Armstrong, III                Chairman of the Board and Chief Executive
-----------------------------------------------     Officer (Chief Executive Officer)
            J. Hord Armstrong, III

             /s/ Thomas S. Hilton                   Senior Vice President and Chief Financial
-----------------------------------------------     Officer (Chief Financial and Accounting Officer)
               Thomas S. Hilton

             /s/ Richard F. Ford                    Director
-----------------------------------------------
               Richard F. Ford
II-5
/s/ Harvey C. Jewett, IV                 Director
-----------------------------------------------
             Harvey C. Jewett, IV

           /s/ Robert E. Korenblat                  Director
-----------------------------------------------
             Robert E. Korenblat

            /s/ Bryan H. Lawrence                   Director
-----------------------------------------------
              Bryan H. Lawrence

         /s/ Thomas F. Patton, Ph.D.                Director
-----------------------------------------------
           Thomas F. Patton, Ph.D.

                                                    Director
-----------------------------------------------
               Louis B. Susman

             /s/ Martin D. Wilson                   President, Chief Operating Officer and
-----------------------------------------------     Director
               Martin D. Wilson
II-6
EXHIBIT INDEX
Exhibit                 Description
-------                 -----------
4.1*                    D & K Healthcare Resources, Inc. 2001 Long Term
                        Incentive Plan

4.2                     Form of Rights Agreement dated as of November 12, 1998
                        between Registrant and Harris Trust and Savings Bank as
                        Rights Agent, which includes as Exhibit B the form of
                        Right Certificate, filed as an exhibit to Form 8-K dated
                        November 17, 1998

5*                      Opinion of Armstrong Teasdale LLP regarding legality of
                        shares being registered

15                      Omitted - Inapplicable

23.1                    Consent of Arthur Andersen LLP (omitted pursuant to Rule
                        437a)

23.2*                   Consent of Armstrong Teasdale LLP (included in Exhibit
                        5)

24*                     Powers of Attorney (See Signature Page)
----------

* Filed herewith.

                                      II-7