<PAGE> 1

     As Filed with the Securities and Exchange Commission on March 31, 1996
                                                    Registration No. 33-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                           D & K WHOLESALE DRUG, INC.
               (Exact name of registrant as specified in charter)

              DELAWARE                                     43-1465483
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                  Identification Number)

    8000 Maryland Avenue, Suite 1190
           St. Louis, Missouri                                63105
(Address of principal executive offices)                   (Zip Code)

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

                           D & K WHOLESALE DRUG, INC.
                      401(k) PROFIT SHARING PLAN AND TRUST

                            (Full title of the plan)

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

                             J. HORD ARMSTRONG, III
               Chairman of the Board and Chief Executive Officer
                           D & K Wholesale Drug, Inc.
                        8000 Maryland Avenue, Suite 1190
                           St. Louis, Missouri  63105
                    (Name and address of agent for service)
  Telephone number, including area code, of agent for service: (314) 727-3485


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

                                    Copy to:
                              THOMAS A. LITZ, ESQ.
                              Thompson & Mitchell
                             One Mercantile Center
                          St. Louis,  Missouri  63101
                                 (314) 231-7676

<TABLE>
                                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
<CAPTION>
                                                      Proposed             Proposed
Title of                                              Maximum              Maximum
Securities                 Amount                     Offering             Aggregate              Amount of
to be                      to be                      Price Per            Offering               Registra-
Registered                 Registered<F1>             Share<F2>            Price<F2>              tion Fee
---------------------------------------------------------------------------------------------------------------
<S>                        <C>                        <C>                  <C>                    <C>
Common Stock,
$.01 par value             100,000 shares             $4.375               $437,500               $133.00
===============================================================================================================
<FN>
<F1> Includes an indeterminate amount of plan interests pursuant to Rule 416(c).

<F2> Estimated solely for purposes of computing the Registration Fee pursuant to
the provisions of Rule 457(h), based upon a price of $4.375 per share, being the
average of the bid and asked prices per share as reported by the Nasdaq
Small-Cap Market on March 27, 1997.
</TABLE>



<PAGE> 2
                           D & K WHOLESALE DRUG, INC.
                      401(k) PROFIT SHARING PLAN AND TRUST


Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

      The following documents filed by D & K Wholesale Drug, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

      (i)   The Company's Annual Report on Form 10-K for the year ended March
            29, 1996.

      (ii)  The Company's Quarterly Reports on Form 10-Q for the quarters
            ended June 30, 1996, September 30, 1996 and December 31, 1996.

      (iii) The Annual Report on Form 11-K of the Plan for the year ended
            December 31, 1995.

      (iv)  The descriptions of the Company's Common Stock set forth in the
            Company's Registration Statement on Form S-1 dated September 1,
            1992 (File No. 33-48730), which descriptions were incorporated
            by reference into the Company's Registration Statement on Form
            8-A dated September 1, 1992 (File No. 0-20348).

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be made a part hereof from the date of
filing of such documents.  Any statement contained herein or in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in a subsequently filed document incorporated herein by reference
which statement is also incorporated herein by reference modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

      Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation
or its shareowners for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its shareowners, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit.  The Company's Restated
Certificate of Incorporation contains such a provision.

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an



<PAGE> 3
action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.  A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.  The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, shareowner vote, agreement or otherwise.  The
Company's Restated By-Laws provide that the directors and officers shall be
indemnified against liabilities arising from their services as directors or
officers to the fullest extent permitted by Delaware law.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.

Item 8.  Exhibits.
         --------

      The following exhibits are filed herewith or incorporated herein by
reference:

      4.1  Restated Certificate of Incorporation of the Company, filed as
           Exhibit 3.2 to the Company's Registration Statement on Form S-1
           dated September 1, 1992 (File No. 33-48730), is incorporated
           herein by this reference.

      4.2  Restated By-Laws of the Company, filed as Exhibit 3.3 to the
           Company's Registration Statement on Form S-1 dated September 1,
           1992 (File No. 33-48730), is incorporated herein by this
           reference.

      4.3  D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust,
           filed as Exhibit 10.25 to the Company's Annual Report on Form
           10-K for the year ended March 29, 1996, is incorporated herein
           by this reference.

      5    Opinion of Thompson Coburn as to the legality of the securities to
           be registered.

     23.1  Consent of Arthur Andersen LLP.

     23.2  Consent of Thompson Coburn (set forth in Exhibit 5 hereto).

     24    Power of Attorney (set forth on signature page hereto).

Item 9.  Undertakings.
         ------------

      (a) The undersigned registrant hereby undertakes:

                                    - 2 -
<PAGE> 4
          (1) To file, during any period in which offers and 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 of 1933;

               (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;

              (iii) To include any material information with respect to the
                    plan of distribution  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 registration statement is on Form S-3 or Form
          S-8, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section 13
          or Section 15(d) of the Securities Exchange Act of 1934 that
          are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
              Securities Act of 1933, 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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

                                    - 3 -
<PAGE> 5
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 Act
and will be governed by the final adjudication of such issue.

      (d) The undersigned registrant hereby undertakes to submit the Plan and
any amendments thereto to the Internal Revenue Service in a timely manner and
to make all changes required by the Internal Revenue Code in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

                            *          *          *


                                    - 4 -
<PAGE> 6

                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
      --------------
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of 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
March 31, 1997.

                                    D & K WHOLESALE DRUG, INC.


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


          We, the undersigned officers and directors of D & K Wholesale
Drug, Inc. hereby severally and individually constitute and appoint J. Hord
Armstrong, III and Martin D. Wilson, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and stead of
each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures
as they may be signed by our said attorneys and agents and each of them to
any and all such amendments and instruments.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
          Signature                          Title                         Date
          ---------                          -----                         ----
<S>                                 <C>                                 <C>

/s/ J. Hord Armstrong, III          Chairman of the Board and           March 31, 1997
------------------------------      Chief Executive Officer and
J. Hord Armstrong, III              Director (Principal Executive
                                    and Financial Officer)



/s/ Martin D. Wilson                President and Chief Operating       March 31, 1997
------------------------------      Officer and Director
Martin D. Wilson

                                    - 5 -
<PAGE> 7

          Signature                          Title                         Date
          ---------                          -----                         ----

/s/ Daniel E. Kreher                Vice President - Finance            March 31, 1997
------------------------------      and Administration (Principal
Daniel E. Kreher                    Accounting Officer)



                                    Director                            March --, 1997
------------------------------
Richard F. Ford



/s/ Steven B. Goldfine              Director                            March 31, 1997
------------------------------
Steven B. Goldfine



/s/ Bryan H. Lawrence               Director                            March 31, 1997
------------------------------
Bryan H. Lawrence



/s/ Elliot H. Stein                 Director                            March 31, 1997
------------------------------
Elliot H. Stein

</TABLE>

            The Plan.  Pursuant to the requirements of the Securities Act of
            --------
1933, the Trustee has duly caused this registration statement to be signed in
the County of St. Louis, State of Missouri, on March --, 1996.

                              D & K 401(k) PROFIT SHARING PLAN AND TRUST



                              By /s/ Martin D. Wilson
                                ------------------------------------------
                                    Martin D. Wilson, Trustee



                                    - 6 -
<PAGE> 8
<TABLE>
                                            EXHIBIT INDEX
                                            -------------
<CAPTION>
Exhibit No.                                                                                     Page
----------                                                                                      ----
<C>                     <S>                                                                     <C>
   4.1                  Restated Certificate of Incorporation of the Company, filed
                        as Exhibit 3.2 to the Company's Registration Statement on
                        Form S-1 dated September 1, 1992 (File No. 33-48730), is
                        incorporated herein by this reference.


   4.2                  Restated By-Laws of the Company, filed as Exhibit 3.3 to the
                        Company's Registration Statement on Form S-1 dated September 1,
                        1992 (File No. 33-48730), is incorporated herein by this reference.


   4.3                  D & K Wholesale Drug, Inc. 401(k) Profit Sharing and Trust, filed
                        as Exhibit 10.25 to the Company's Registration Statement on
                        Form 10-K for the year ended March 29, 1996, is incorporated herein
                        by this reference.


   5                    Opinion of Thompson Coburn as to the legality of the securities to
                        be registered.


  23.1                  Consent of Arthur Andersen LLP.


  23.2                  Consent of Thompson Coburn (set forth in Exhibit 5 hereto).


  24                    Power of Attorney (set forth on signature page hereto).

                                    - 7 -

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "D & K WHOLESALE DRUG, INC. FORM S-8", "secsgml_size_bytes": 20471}]
{"company-data": {"conformed-name": "D & K WHOLESALE DRUG INC/DE/", "cik": "0000888914", "assigned-sic": "5122", "irs-number": "431465483", "state-of-incorporation": "DE", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24263", "film-number": "97571535"}, "business-address": {"street1": "8000 MARYLAND AVE STE 1190", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147273485"}, "mail-address": {"street1": "8000 MARYLAND AVE STE 1190", "city": "ST LOUIS", "state": "MO", "zip": "63105"}}
1

     As Filed with the Securities and Exchange Commission on March 31, 1996
                                                    Registration No. 33-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                           D & K WHOLESALE DRUG, INC.
               (Exact name of registrant as specified in charter)

              DELAWARE                                     43-1465483
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                  Identification Number)

    8000 Maryland Avenue, Suite 1190
           St. Louis, Missouri                                63105
(Address of principal executive offices)                   (Zip Code)

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

                           D & K WHOLESALE DRUG, INC.
                      401(k) PROFIT SHARING PLAN AND TRUST

                            (Full title of the plan)

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

                             J. HORD ARMSTRONG, III
               Chairman of the Board and Chief Executive Officer
                           D & K Wholesale Drug, Inc.
                        8000 Maryland Avenue, Suite 1190
                           St. Louis, Missouri  63105
                    (Name and address of agent for service)
  Telephone number, including area code, of agent for service: (314) 727-3485

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

                                    Copy to:
                              THOMAS A. LITZ, ESQ.
                              Thompson & Mitchell
                             One Mercantile Center
                          St. Louis,  Missouri  63101
                                 (314) 231-7676

                                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed             Proposed
Title of                                              Maximum              Maximum
Securities                 Amount                     Offering             Aggregate              Amount of
to be                      to be                      Price Per            Offering               Registra-
Registered                 Registered
Share
Price
tion Fee
---------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value             100,000 shares             $4.375               $437,500               $133.00
===============================================================================================================
Includes an indeterminate amount of plan interests pursuant to Rule 416(c).
Estimated solely for purposes of computing the Registration Fee pursuant to
the provisions of Rule 457(h), based upon a price of $4.375 per share, being the
average of the bid and asked prices per share as reported by the Nasdaq
Small-Cap Market on March 27, 1997.
2
                           D & K WHOLESALE DRUG, INC.
                      401(k) PROFIT SHARING PLAN AND TRUST

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

      The following documents filed by D & K Wholesale Drug, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

      (i)   The Company's Annual Report on Form 10-K for the year ended March
            29, 1996.

      (ii)  The Company's Quarterly Reports on Form 10-Q for the quarters
            ended June 30, 1996, September 30, 1996 and December 31, 1996.

      (iii) The Annual Report on Form 11-K of the Plan for the year ended
            December 31, 1995.

      (iv)  The descriptions of the Company's Common Stock set forth in the
            Company's Registration Statement on Form S-1 dated September 1,
            1992 (File No. 33-48730), which descriptions were incorporated
            by reference into the Company's Registration Statement on Form
            8-A dated September 1, 1992 (File No. 0-20348).

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be made a part hereof from the date of
filing of such documents.  Any statement contained herein or in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in a subsequently filed document incorporated herein by reference
which statement is also incorporated herein by reference modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

      Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation
or its shareowners for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its shareowners, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit.  The Company's Restated
Certificate of Incorporation contains such a provision.

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an
3
action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.  A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.  The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, shareowner vote, agreement or otherwise.  The
Company's Restated By-Laws provide that the directors and officers shall be
indemnified against liabilities arising from their services as directors or
officers to the fullest extent permitted by Delaware law.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.

Item 8.  Exhibits.
         --------

      The following exhibits are filed herewith or incorporated herein by
reference:

      4.1  Restated Certificate of Incorporation of the Company, filed as
           Exhibit 3.2 to the Company's Registration Statement on Form S-1
           dated September 1, 1992 (File No. 33-48730), is incorporated
           herein by this reference.

      4.2  Restated By-Laws of the Company, filed as Exhibit 3.3 to the
           Company's Registration Statement on Form S-1 dated September 1,
           1992 (File No. 33-48730), is incorporated herein by this
           reference.

      4.3  D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust,
           filed as Exhibit 10.25 to the Company's Annual Report on Form
           10-K for the year ended March 29, 1996, is incorporated herein
           by this reference.

      5    Opinion of Thompson Coburn as to the legality of the securities to
           be registered.

     23.1  Consent of Arthur Andersen LLP.

     23.2  Consent of Thompson Coburn (set forth in Exhibit 5 hereto).

     24    Power of Attorney (set forth on signature page hereto).

Item 9.  Undertakings.
         ------------

      (a) The undersigned registrant hereby undertakes:

                                    - 2 -
4
          (1) To file, during any period in which offers and 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 of 1933;

               (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;

              (iii) To include any material information with respect to the
                    plan of distribution  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 registration statement is on Form S-3 or Form
          S-8, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section 13
          or Section 15(d) of the Securities Exchange Act of 1934 that
          are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
              Securities Act of 1933, 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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

                                    - 3 -
5
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 Act
and will be governed by the final adjudication of such issue.

      (d) The undersigned registrant hereby undertakes to submit the Plan and
any amendments thereto to the Internal Revenue Service in a timely manner and
to make all changes required by the Internal Revenue Code in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

                            *          *          *

                                    - 4 -
6

                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
      --------------
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of 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
March 31, 1997.

                                    D & K WHOLESALE DRUG, INC.

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

          We, the undersigned officers and directors of D & K Wholesale
Drug, Inc. hereby severally and individually constitute and appoint J. Hord
Armstrong, III and Martin D. Wilson, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and stead of
each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures
as they may be signed by our said attorneys and agents and each of them to
any and all such amendments and instruments.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                          Title                         Date
          ---------                          -----                         ----
/s/ J. Hord Armstrong, III          Chairman of the Board and           March 31, 1997
------------------------------      Chief Executive Officer and
J. Hord Armstrong, III              Director (Principal Executive
                                    and Financial Officer)

/s/ Martin D. Wilson                President and Chief Operating       March 31, 1997
------------------------------      Officer and Director
Martin D. Wilson

                                    - 5 -
7

          Signature                          Title                         Date
          ---------                          -----                         ----

/s/ Daniel E. Kreher                Vice President - Finance            March 31, 1997
------------------------------      and Administration (Principal
Daniel E. Kreher                    Accounting Officer)

                                    Director                            March --, 1997
------------------------------
Richard F. Ford

/s/ Steven B. Goldfine              Director                            March 31, 1997
------------------------------
Steven B. Goldfine

/s/ Bryan H. Lawrence               Director                            March 31, 1997
------------------------------
Bryan H. Lawrence

/s/ Elliot H. Stein                 Director                            March 31, 1997
------------------------------
Elliot H. Stein
The Plan.  Pursuant to the requirements of the Securities Act of
            --------
1933, the Trustee has duly caused this registration statement to be signed in
the County of St. Louis, State of Missouri, on March --, 1996.

                              D & K 401(k) PROFIT SHARING PLAN AND TRUST

                              By /s/ Martin D. Wilson
                                ------------------------------------------
                                    Martin D. Wilson, Trustee

                                    - 6 -
8

                                            EXHIBIT INDEX
                                            -------------
Exhibit No.                                                                                     Page
----------                                                                                      ----
4.1                  Restated Certificate of Incorporation of the Company, filed
                        as Exhibit 3.2 to the Company's Registration Statement on
                        Form S-1 dated September 1, 1992 (File No. 33-48730), is
                        incorporated herein by this reference.

   4.2                  Restated By-Laws of the Company, filed as Exhibit 3.3 to the
                        Company's Registration Statement on Form S-1 dated September 1,
                        1992 (File No. 33-48730), is incorporated herein by this reference.

   4.3                  D & K Wholesale Drug, Inc. 401(k) Profit Sharing and Trust, filed
                        as Exhibit 10.25 to the Company's Registration Statement on
                        Form 10-K for the year ended March 29, 1996, is incorporated herein
                        by this reference.

   5                    Opinion of Thompson Coburn as to the legality of the securities to
                        be registered.

  23.1                  Consent of Arthur Andersen LLP.

  23.2                  Consent of Thompson Coburn (set forth in Exhibit 5 hereto).

  24                    Power of Attorney (set forth on signature page hereto).

                                    - 7 -