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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): May 23, 2001



                               PlanetRx.com, Inc.
             (Exact name of registrant as specified in its charter)



Delaware                           000-27437                          94-3227733
(State or other jurisdiction      (Commission                      (IRS Employer
 of incorporation)                File Number)            Identification Number)

 6399 Shelby View Drive, Memphis, TN                                       38134
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (901) 379-2200

                                       N/A
          (Former name or former address, if changed since last report)


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<PAGE>


Item 5.   Other Events

     There  have  been  several  changes  in the  composition  of the  Board  of
Directors of PlanetRx.com, Inc. (the "Company") during the past few months. As a
result of these  changes,  the Board of Directors  currently has three  director
positions, with two positions filled by Michael Beindorff and Paul E. Risner and
the third  position  vacant.  During this  period,  the  following  persons have
resigned  from the Board of  Directors:  Christos  M.  Cotsakos,  Barrett  Toan,
Terence Arndt, Terence C. Burke, David M. Beirne, Michael Moritz, and Leonard C.
Purkis.  None of their  resignations was occasioned by any disagreement with the
Company  on  any  matter  relating  to the  Company's  operations,  policies  or
practices.



<PAGE>


                                    SIGNATURE

         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:   June 14, 2001

                                           PLANETRX.COM, INC.


                                           By: /s/ Paul E. Risner
                                              ----------------------------------
                                              Paul E. Risner
                                              Vice President and General Counsel
[{"type": "8-K", "sequence": "1", "filename": "plrx8-k0601.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 2701}]
{"company-data": {"conformed-name": "PLANETRX COM", "cik": "0001089979", "assigned-sic": "5961", "irs-number": "943227733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27437", "film-number": "1662387"}, "business-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "6506161500"}, "mail-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
--------------------------------------------------------------------------------

                       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): May 23, 2001

                               PlanetRx.com, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                           000-27437                          94-3227733
(State or other jurisdiction      (Commission                      (IRS Employer
 of incorporation)                File Number)            Identification Number)

 6399 Shelby View Drive, Memphis, TN                                       38134
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (901) 379-2200

                                       N/A
          (Former name or former address, if changed since last report)

--------------------------------------------------------------------------------
Item 5.   Other Events

     There  have  been  several  changes  in the  composition  of the  Board  of
Directors of PlanetRx.com, Inc. (the "Company") during the past few months. As a
result of these  changes,  the Board of Directors  currently has three  director
positions, with two positions filled by Michael Beindorff and Paul E. Risner and
the third  position  vacant.  During this  period,  the  following  persons have
resigned  from the Board of  Directors:  Christos  M.  Cotsakos,  Barrett  Toan,
Terence Arndt, Terence C. Burke, David M. Beirne, Michael Moritz, and Leonard C.
Purkis.  None of their  resignations was occasioned by any disagreement with the
Company  on  any  matter  relating  to the  Company's  operations,  policies  or
practices.
SIGNATURE

         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:   June 14, 2001

                                           PLANETRX.COM, INC.

                                           By: /s/ Paul E. Risner
                                              ----------------------------------
                                              Paul E. Risner
                                              Vice President and General Counsel