----------------------------------------------------------------------------


                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                _______________

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

               Date of report (Date of earliest event reported):
                      October 14, 2003 (October 10, 2003)

                                _______________

                                  AdvancePCS
               ----------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

         Delaware                    0-21447                   75-2493381
------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission               (IRS Employer
     of Incorporation)             File Number)            Identification No.)


       750 West John Carpenter Freeway, Suite 1200, Irving, Texas 75039
       -------------------------------------------------------------------
              (Address of Principal Executive Offices)          (Zip Code)

      Registrant's telephone number, including area code: (469) 524-4700



   ------------------------------------------------------------------------



<PAGE>

Item 5. Other Events and Required FD Disclosure.

         On October 10, 2003, AdvancePCS and Caremark Rx, Inc. issued a joint
press release announcing that they received a Request for Additional
Information from the Federal Trade Commission in connection with the
previously announced strategic combination of Caremark Rx and AdvancePCS. The
joint press release is attached as Exhibit 99.1 and is incorporated herein by
reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits:

Exhibit No.       Exhibit

99.1              Joint press release issued by AdvancePCS and Caremark Rx,
                  Inc. on October 10, 2003.

<PAGE>

                                  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 hereunto duly authorized.


Date: October 14, 2003

                                   ADVANCEPCS



                                   By:  /s/  David D. Halbert
                                        ------------------------------------
                                        Name:   David D. Halbert
                                        Title:  Chairman of the Board, President
                                                and Chief Executive Officer

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.          Description

99.1                 Joint press release issued by AdvancePCS and Caremark Rx,
                     Inc. on October 10, 2003.

<PAGE>



                                                                EXHIBIT 99.1

Caremark Rx and AdvancePCS Receive Request for Additional Information
from the Federal Trade Commission


NASHVILLE, TENN. & IRVING, TX--Oct. 10, 2003--Caremark Rx, Inc. (NYSE: CMX)
and AdvancePCS (Nasdaq: ADVP) today announced that they have received from the
Federal Trade Commission (FTC) a Request for Additional Information (commonly
referred to as a "second request") under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) in connection with the previously announced
strategic combination of Caremark Rx and AdvancePCS. A second request calls
for Caremark Rx and AdvancePCS to provide additional information to the FTC
and extends the waiting period under the HSR Act during which the FTC is
permitted to review the proposed transaction. Caremark Rx and AdvancePCS
intend to work with the FTC and respond promptly to this request.





Additional Information And Where To Find It


Caremark Rx has filed with the Securities and Exchange Commission a
registration statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus and other relevant documents in connection with the
proposed transaction. Investors and security holders of Caremark Rx and
AdvancePCS are urged to read the preliminary joint proxy statement/prospectus
and other relevant materials because they contain important information about
Caremark Rx, AdvancePCS and the proposed transaction. Investors and security
holders may obtain a free copy of these materials and other documents filed
with the SEC at the SEC's website at www.sec.gov. A free copy of the
preliminary joint proxy statement/prospectus may also be obtained from
Caremark Rx, 3000 Galleria Tower, Suite 1000, Birmingham, AL 35244 or
AdvancePCS, 750 W. John W. Carpenter Freeway, Suite 1200, Irving, TX 75039.


Caremark Rx, AdvancePCS and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the proposed transaction. Information
about the directors and executive officers of Caremark Rx and their ownership
of Caremark Rx shares is set forth in the proxy statement for Caremark Rx's
2003 annual meeting of stockholders. Information about the directors and
executive officers of AdvancePCS and their ownership of AdvancePCS stock is
set forth in the preliminary joint proxy statement/prospectus. Investors may
obtain additional information regarding the interests of such participants by
reading the preliminary joint proxy statement/prospectus.


About Caremark Rx, Inc.


Caremark Rx, Inc. is a leading pharmaceutical services company, providing
comprehensive drug benefit services through its affiliate Caremark Inc. to
over 1,200 health plan sponsors and their participants throughout the U.S.
Caremark's clients include corporate health plans, managed care organizations,
insurance companies, unions, government agencies and other funded benefit
plans. The company operates a national retail pharmacy network with over
55,000 participating pharmacies, four state-of-the-art mail service
pharmacies, the industry's only FDA-regulated repackaging plant and nineteen
specialty distribution mail service pharmacies for delivery of advanced
medications to individuals with chronic or genetic diseases and disorders.


About AdvancePCS


AdvancePCS (www.advancepcs.com) is the nation's leading independent provider
of health improvement services. AdvancePCS offers health plans a wide range of
health improvement products and services designed to improve the quality of
care delivered to health plan members and manage costs.


The company's capabilities include integrated mail service and retail pharmacy
networks, innovative clinical services, customized disease management
programs, specialty pharmacy, outcomes research, information management,
prescription drug services for the uninsured and online health information for
consumers. AdvancePCS clients include Blue Cross and Blue Shield
organizations, insurance companies and HMOs, Fortune 500 employers,
Taft-Hartley groups, third-party administrators, state and local governments,
and other health plan sponsors.


AdvancePCS is listed as both a Fortune 500 and a Fortune 500 Global company.
AdvancePCS is ranked by Fortune magazine as one of America's 100
fastest-growing public companies and is included on the Forbes Platinum 400
list of best big companies. AdvancePCS earned the No. 3 spot on the Barron's
500 list of best performing companies.


Safe Harbor Statement


This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, both as amended by the Private Securities
Litigation Reform Act of 1995. These statements are based on the current
expectations of management of both companies. There are a number of risks and
uncertainties that could cause actual results to differ materially. You are
cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date stated, or if no date is stated, as of the
date of this press release.


Additional information about Caremark Rx is available on the World Wide Web at
http://www.caremark.com. Additional information about AdvancePCS is available
on the World Wide Web at http://advancepcs.com.


___________________________
Contact:
     Caremark Rx, Inc.
     Investor Relations:
     Pete Clemens, 205-733-8996
     or:
     Ryan Hall, 615-743-6607
     or:
     Media Relations:
     Gavin Anderson & Company
     Gerard Carney, 212-515-1941
     or:
     AdvancePCS
     Investor Relations:
     Leslie Simmons, 469-524-7970
     or:
     John Jennings, 469-524-7235
     or:
     Media Relations:
     Dale Thomas, 480-614-7212
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{"company-data": {"conformed-name": "ADVANCEPCS", "cik": "0001012956", "assigned-sic": "5912", "irs-number": "752493381", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21447", "film-number": "03938756"}, "business-address": {"street1": "5215 N O'CONNOR", "street2": "STE 1600", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "4694206000"}, "mail-address": {"street1": "545 E JOHN CARPENTER FREEWAY SUITE 1900", "city": "IRVING", "state": "TX", "zip": "75062"}, "former-company": {"former-conformed-name": "ADVANCE PARADIGM INC", "date-changed": "19960428"}}
----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                _______________

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

               Date of report (Date of earliest event reported):
                      October 14, 2003 (October 10, 2003)

                                _______________

                                  AdvancePCS
               ----------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

         Delaware                    0-21447                   75-2493381
------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission               (IRS Employer
     of Incorporation)             File Number)            Identification No.)

       750 West John Carpenter Freeway, Suite 1200, Irving, Texas 75039
       -------------------------------------------------------------------
              (Address of Principal Executive Offices)          (Zip Code)

      Registrant's telephone number, including area code: (469) 524-4700

   ------------------------------------------------------------------------
Item 5. Other Events and Required FD Disclosure.

         On October 10, 2003, AdvancePCS and Caremark Rx, Inc. issued a joint
press release announcing that they received a Request for Additional
Information from the Federal Trade Commission in connection with the
previously announced strategic combination of Caremark Rx and AdvancePCS. The
joint press release is attached as Exhibit 99.1 and is incorporated herein by
reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits:

Exhibit No.       Exhibit

99.1              Joint press release issued by AdvancePCS and Caremark Rx,
                  Inc. on October 10, 2003.
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 hereunto duly authorized.

Date: October 14, 2003

                                   ADVANCEPCS

                                   By:  /s/  David D. Halbert
                                        ------------------------------------
                                        Name:   David D. Halbert
                                        Title:  Chairman of the Board, President
                                                and Chief Executive Officer
EXHIBIT INDEX

Exhibit No.          Description

99.1                 Joint press release issued by AdvancePCS and Caremark Rx,
                     Inc. on October 10, 2003.
EXHIBIT 99.1

Caremark Rx and AdvancePCS Receive Request for Additional Information
from the Federal Trade Commission

NASHVILLE, TENN. & IRVING, TX--Oct. 10, 2003--Caremark Rx, Inc. (NYSE: CMX)
and AdvancePCS (Nasdaq: ADVP) today announced that they have received from the
Federal Trade Commission (FTC) a Request for Additional Information (commonly
referred to as a "second request") under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) in connection with the previously announced
strategic combination of Caremark Rx and AdvancePCS. A second request calls
for Caremark Rx and AdvancePCS to provide additional information to the FTC
and extends the waiting period under the HSR Act during which the FTC is
permitted to review the proposed transaction. Caremark Rx and AdvancePCS
intend to work with the FTC and respond promptly to this request.

Additional Information And Where To Find It

Caremark Rx has filed with the Securities and Exchange Commission a
registration statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus and other relevant documents in connection with the
proposed transaction. Investors and security holders of Caremark Rx and
AdvancePCS are urged to read the preliminary joint proxy statement/prospectus
and other relevant materials because they contain important information about
Caremark Rx, AdvancePCS and the proposed transaction. Investors and security
holders may obtain a free copy of these materials and other documents filed
with the SEC at the SEC's website at www.sec.gov. A free copy of the
preliminary joint proxy statement/prospectus may also be obtained from
Caremark Rx, 3000 Galleria Tower, Suite 1000, Birmingham, AL 35244 or
AdvancePCS, 750 W. John W. Carpenter Freeway, Suite 1200, Irving, TX 75039.

Caremark Rx, AdvancePCS and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the proposed transaction. Information
about the directors and executive officers of Caremark Rx and their ownership
of Caremark Rx shares is set forth in the proxy statement for Caremark Rx's
2003 annual meeting of stockholders. Information about the directors and
executive officers of AdvancePCS and their ownership of AdvancePCS stock is
set forth in the preliminary joint proxy statement/prospectus. Investors may
obtain additional information regarding the interests of such participants by
reading the preliminary joint proxy statement/prospectus.

About Caremark Rx, Inc.

Caremark Rx, Inc. is a leading pharmaceutical services company, providing
comprehensive drug benefit services through its affiliate Caremark Inc. to
over 1,200 health plan sponsors and their participants throughout the U.S.
Caremark's clients include corporate health plans, managed care organizations,
insurance companies, unions, government agencies and other funded benefit
plans. The company operates a national retail pharmacy network with over
55,000 participating pharmacies, four state-of-the-art mail service
pharmacies, the industry's only FDA-regulated repackaging plant and nineteen
specialty distribution mail service pharmacies for delivery of advanced
medications to individuals with chronic or genetic diseases and disorders.

About AdvancePCS

AdvancePCS (www.advancepcs.com) is the nation's leading independent provider
of health improvement services. AdvancePCS offers health plans a wide range of
health improvement products and services designed to improve the quality of
care delivered to health plan members and manage costs.

The company's capabilities include integrated mail service and retail pharmacy
networks, innovative clinical services, customized disease management
programs, specialty pharmacy, outcomes research, information management,
prescription drug services for the uninsured and online health information for
consumers. AdvancePCS clients include Blue Cross and Blue Shield
organizations, insurance companies and HMOs, Fortune 500 employers,
Taft-Hartley groups, third-party administrators, state and local governments,
and other health plan sponsors.

AdvancePCS is listed as both a Fortune 500 and a Fortune 500 Global company.
AdvancePCS is ranked by Fortune magazine as one of America's 100
fastest-growing public companies and is included on the Forbes Platinum 400
list of best big companies. AdvancePCS earned the No. 3 spot on the Barron's
500 list of best performing companies.

Safe Harbor Statement

This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, both as amended by the Private Securities
Litigation Reform Act of 1995. These statements are based on the current
expectations of management of both companies. There are a number of risks and
uncertainties that could cause actual results to differ materially. You are
cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date stated, or if no date is stated, as of the
date of this press release.

Additional information about Caremark Rx is available on the World Wide Web at
http://www.caremark.com. Additional information about AdvancePCS is available
on the World Wide Web at http://advancepcs.com.

___________________________
Contact:
     Caremark Rx, Inc.
     Investor Relations:
     Pete Clemens, 205-733-8996
     or:
     Ryan Hall, 615-743-6607
     or:
     Media Relations:
     Gavin Anderson & Company
     Gerard Carney, 212-515-1941
     or:
     AdvancePCS
     Investor Relations:
     Leslie Simmons, 469-524-7970
     or:
     John Jennings, 469-524-7235
     or:
     Media Relations:
     Dale Thomas, 480-614-7212