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


                       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):
                      February 12, 2004 (February 11, 2004)

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

                                   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 February 11, 2004, AdvancePCS and Caremark Rx, Inc. issued a joint
press release announcing that the Federal Trade Commission has closed its
investigation of their proposed merger and granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In addition, state attorneys general that requested information have completed
their review and closed their investigation of the transaction. 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 February 11, 2004.
<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: February 12, 2004

                                     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 February 11, 2004.



<PAGE>


                                                                    EXHIBIT 99.1
                                                                    ------------


                   Caremark Rx, Inc. and AdvancePCS Announce
               U.S. Federal Trade Commission Clearance of Merger


NASHVILLE, Tenn. and IRVING, Texas--Feb. 11, 2004--Caremark Rx, Inc. (NYSE:
CMX) and AdvancePCS (Nasdaq: ADVP) today announced that the Federal Trade
Commission has closed its investigation of their proposed merger and granted
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. In addition, state attorneys general that requested
information have completed their review and closed their investigation of the
transaction. The transaction remains subject to additional closing conditions,
including shareholder approval.

The granting of early termination means that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 no longer prohibits consummation of Caremark's
proposed acquisition of AdvancePCS. This grant of early termination has been
published on the FTC's Internet site at http://www.ftc.gov.

On September 2, 2003, Caremark Rx and AdvancePCS announced the signing of a
definitive merger agreement. Under the terms of the definitive agreement,
Caremark Rx will acquire 100 percent of AdvancePCS outstanding stock.
AdvancePCS shareholders will receive value equivalent to 2.15 shares of
Caremark Rx stock for each AdvancePCS share, to be paid in Caremark Rx stock
(90 percent) and cash (10 percent). Following the transaction, Caremark Rx
shareholders will own approximately 58 percent of the combined company and
AdvancePCS shareholders will own approximately 42 percent of the combined
company on a fully diluted basis.

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 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.
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--------------------------------------------------------------------------------

                       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):
                      February 12, 2004 (February 11, 2004)

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

                                   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 February 11, 2004, AdvancePCS and Caremark Rx, Inc. issued a joint
press release announcing that the Federal Trade Commission has closed its
investigation of their proposed merger and granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In addition, state attorneys general that requested information have completed
their review and closed their investigation of the transaction. 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 February 11, 2004.
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: February 12, 2004

                                     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 February 11, 2004.
EXHIBIT 99.1
                                                                    ------------

                   Caremark Rx, Inc. and AdvancePCS Announce
               U.S. Federal Trade Commission Clearance of Merger

NASHVILLE, Tenn. and IRVING, Texas--Feb. 11, 2004--Caremark Rx, Inc. (NYSE:
CMX) and AdvancePCS (Nasdaq: ADVP) today announced that the Federal Trade
Commission has closed its investigation of their proposed merger and granted
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. In addition, state attorneys general that requested
information have completed their review and closed their investigation of the
transaction. The transaction remains subject to additional closing conditions,
including shareholder approval.

The granting of early termination means that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 no longer prohibits consummation of Caremark's
proposed acquisition of AdvancePCS. This grant of early termination has been
published on the FTC's Internet site at http://www.ftc.gov.

On September 2, 2003, Caremark Rx and AdvancePCS announced the signing of a
definitive merger agreement. Under the terms of the definitive agreement,
Caremark Rx will acquire 100 percent of AdvancePCS outstanding stock.
AdvancePCS shareholders will receive value equivalent to 2.15 shares of
Caremark Rx stock for each AdvancePCS share, to be paid in Caremark Rx stock
(90 percent) and cash (10 percent). Following the transaction, Caremark Rx
shareholders will own approximately 58 percent of the combined company and
AdvancePCS shareholders will own approximately 42 percent of the combined
company on a fully diluted basis.

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 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.