As filed with the Securities and Exchange Commission on March 27, 1998
                          Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              EXPRESS SCRIPTS, INC.

             (Exact name of registrant as specified in its charter)
         DELAWARE                                         43-1420563
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)
                              14000 RIVERPORT DRIVE
                        MARYLAND HEIGHTS, MISSOURI 63043
                          (Address, including zip code,
                  of registrant's principal executive offices)

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 BARRETT A. TOAN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              EXPRESS SCRIPTS, INC.
                              14000 RIVERPORT DRIVE
                        MARYLAND HEIGHTS, MISSOURI 63043
                                 (314) 770-1666
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
          Title of
         Securities                Amount             Proposed         Proposed         Amount of
            to be                  to be               Maximum          Maximum        Registration
         Registered              Registered        Offering Price      Aggregate          Fee(1)
                                                    Per Share(1)   Offering Price(1)
<S>                              <C>                 <C>             <C>               <C>       
---------------------------------------------------------------------------------------------------

           Class A
        Common Stock,
   par value $.01 and the         500,000             $82.5625        $41,281,250       $12,509.47
 related Options to acquire  Shares and Options
      such Common Stock
---------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated pursuant to Rule 457(h) solely for the purpose of determining
         the registration fee. Proposed maximum offering price represents the
         average high and low reported market prices of the Registrant's Class A
         Common Stock on March 23, 1998.

This Registration Statement also covers such additional shares of Class A Common
Stock as may be issuable pursuant to antidilution provisions.

<PAGE>

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference into this
Registration Statement:

     (a) Annual Report on Form 10-K for the year ended December 31, 1997.

     (b) Current  Report on Form 8-K dated February 23, 1998, and filed February
24, 1998; Current Report on Form 8-K dated February 27, 1998, and filed March 2,
1998;  and Current  Report on Form 8-K dated March 16, 1998, and filed March 26,
1998.

     (c) The  description  of the Class A Common Stock as contained in Item 1 of
the Company's  Registration  Statement on Form 8-A filed May 12, 1992, including
any amendment or report filed for the purpose of updating such description.

     (d) All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934 (the "1934
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  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
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 herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The  shares of Class A Common  Stock to be  offered  are  registered  under
Section 12(g) of the 1934 Act. Each option to be offered entitles the recipient,
upon  satisfaction  of the  requirements of the Company's 1994 Stock Option Plan
(the "Plan") and the  recipient's  Stock Option  Agreement with the Company,  to
acquire one share of Class A Common Stock. When granted,  the options may have a
term not to exceed  ten years and an  exercise  price  equal to the fair  market
value of the underlying  share of Class A Common Stock on the date of the grant.
None of the 500,000  options to be registered  hereunder  will be outstanding on
the date this Registration  Statement becomes  effective.  The exercise price of
the options may be adjusted to prevent  dilution or  enlargement of the benefits
granted  to, or  available  for,  recipients  of options  upon any  subdivision,
consolidation,  recapitalization,  reclassification,  stock  splits,  and  other
similar events. The terms of the Plan and the options to be registered hereunder
are  more  fully  set  forth  in the  Offering  Circular  that  constitutes  the
Prospectus for this Registration Statement on Form S-8.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Thomas M. Boudreau,  Esq., whose opinion is contained in Exhibit 5.1, owned
as of March 27,  1998,  no shares of the  Class A Common  Stock and  options  to
purchase 51,300 shares of Class A Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  102(b)(7) of the General  Corporation  Law of Delaware  ("Delaware
Law") enables a corporation in its original  certificate of  incorporation or an
amendment thereto to eliminate or limit the personal  liability of a director to
a corporation or its  stockholders  for  violations of the director's  fiduciary
duty,  except  (i)  for any  breach  of a  director's  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant  to  Section  174 of the  Delaware  Law  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper  personal  benefit.  The  Certificate of  Incorporation  of the Company
provides  for the  elimination  of the  liability  of  directors  to the  extent
permitted by Section 102(b)(7) of the Delaware Law.

     Section 145 of the Delaware Law provides,  in summary,  that  directors and
officers of Delaware corporations are entitled, under certain circumstances,  to
be indemnified against all expenses and liabilities  (including attorneys' fees)
incurred by them as a result of suits brought  against them in their capacity as
a  director  or  officer,  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
Company, and, with respect to any criminal action or proceeding,  if they had no
reasonable  cause to believe  their  conduct  was  unlawful;  provided,  that no
indemnification  may be made against expenses in respect of any claim,  issue or
matter as to which they shall have been  adjudged  to be liable to the  Company,
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability but in view of all the  circumstances of the case, they are fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper. Any such  indemnification  may be made by the Company only as authorized
in each specific case upon a determination  by the stockholders or disinterested
directors  that  indemnification  is proper  because the  indemnitee has met the
applicable  standard of conduct.  Article Seven of the Company's  Certificate of
Incorporation  entitles officers and directors of the Company to indemnification
to the fullest extent permitted by Section 145 of the DGCL, as amended from time
to time.

     Article Eight of the Company's  Certificate of Incorporation  provides that
no director shall have any personal liability to the Company or its stockholders
for any monetary  damages for breach of fiduciary  duty as a director,  provided
that such  provision  does not limit or eliminate  the liability of any director
(i) for  breach  of  such  director's  duty of  loyalty  to the  Company  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or knowing  violation of law, (iii) under Section 174 of
the Delaware Law (involving  certain unlawful dividends or stock repurchases) or
(iv) for any transaction from which such director  derived an improper  personal
benefit.

     Reference is made to the Certificate of Incorporation of the Company, filed
as Exhibit 4.1 hereto.

     New York Life Insurance  Company ("New York Life") maintains  Directors and
Officers/Corporate   Reimbursement  ("D&O")  insurance  covering  directors  and
officers  of New York  Life and its  subsidiaries  and  certain  other  entities
including the Company,  for certain  expenses and  liabilities of such directors
and officers  while acting in their  capacity as such.  Such D&O insurance  also
covers  directors and officers of the Company  while New York Life,  directly or
indirectly, maintains voting control of the Company.

     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 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     Reference is made to the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

     (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 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  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
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 15(d) o 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 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.

<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 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 City of Maryland  Heights,  State of Missouri,  on March 26,
1998.


                              EXPRESS SCRIPTS, INC.


                              By: /s/ Barrett A. Toan
                              Barrett A. Toan, President
                              and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Barrett A. Toan,  George Paz, and Thomas M. Boudreau and each of them (with full
power to each of them to act alone),  his true and lawful  attorneys in fact and
agents for him and on his behalf  and in his name,  place and stead,  in any and
all  capacities  to  sign  any  and  all  amendments  (including  post-effective
amendments) to this Registration Statement,  and to file the same, with exhibits
and any and all other documents filed with respect thereto,  with the Securities
and Exchange  Commission (or any other  governmental  or regulatory  authority),
granting unto said  attorneys,  and each of them, full power and authority to do
and to perform each and every act and thing  requisite  and necessary to be done
in and  about  the  premises  in  order to  effectuate  the same as fully to all
intents  and  purposes  as he might or could do if  personally  present,  hereby
ratifying and confirming  all that said attorneys in fact and agents,  or any of
them, 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  by  the  following  persons  in  the
capacities and on the dates indicated.

        NAME                      TITLE                           DATE


/s/ Barrett A. Toan         President, Chief Executive          March 25, 1998
Barrett A. Toan             Officer and Director

/s/ George Paz              Senior Vice President and Chief     March 25, 1998
George Paz                  Financial Officer
                            (Principal Financial Officer)

/s/ Joseph W. Plum           Vice President and Chief            March 25, 1998
Joseph W. Plum               Accounting Officer
                             (Principal Accounting Officer)

                             Director                            March __, 1998
Howard I. Atkins

/s/ Judith E. Campbell       Director                            March 25, 1998
Judith E. Campbell

/s/ Richard M. Kernan, Jr.   Director                            March 25, 1998
Richard M. Kernan, Jr.

/s/ Richard A. Norling       Director                            March 25, 1998
Richard A. Norling

/s/ Frederick J. Sievert     Director                            March 25, 1998
Frederick J. Sievert

/s/ Stephen N. Steinig       Director                            March 25, 1998
Stephen N. Steinig

/s/ Seymour Sternberg        Director                            March 25, 1998
Seymour Sternberg

                             Director                            March __, 1998
Howard L. Waltman

/s/ Norman Zachary           Director                            March 25, 1998
Norman Zachary

<PAGE>


                              EXPRESS SCRIPTS, INC.


                                  EXHIBIT INDEX

Exhibit
NUMBER                       DESCRIPTION
4.1         Express Scripts, Inc. Amended and Restated 1994 Stock Option Plan,  
            as amended by the Second Amendment thereto
5.1         Opinion of Thomas M. Boudreau, Esq., Senior Vice President of
            Administration, General Counsel and Corporate Secretary of the 
            Company
23.1        Consent of Price Waterhouse LLP
23.2        Consent of Counsel to Express Scripts, Inc.(included in Exhibit 5.1)
24.1        Power of Attorney (included in Signature Page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18875}]
{"company-data": {"conformed-name": "EXPRESS SCRIPTS INC", "cik": "0000885721", "assigned-sic": "8093", "irs-number": "431420563", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48767", "film-number": "98575694"}, "business-address": {"street1": "14000 RIVERPORT DR", "city": "ST LOUIS", "state": "MO", "zip": "63043", "phone": "3147701666"}, "mail-address": {"street1": "14000 RIVERPORT DRIVE", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63102-2750"}}
As filed with the Securities and Exchange Commission on March 27, 1998
                          Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              EXPRESS SCRIPTS, INC.

             (Exact name of registrant as specified in its charter)
         DELAWARE                                         43-1420563
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)
                              14000 RIVERPORT DRIVE
                        MARYLAND HEIGHTS, MISSOURI 63043
                          (Address, including zip code,
                  of registrant's principal executive offices)

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 BARRETT A. TOAN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              EXPRESS SCRIPTS, INC.
                              14000 RIVERPORT DRIVE
                        MARYLAND HEIGHTS, MISSOURI 63043
                                 (314) 770-1666
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
          Title of
         Securities                Amount             Proposed         Proposed         Amount of
            to be                  to be               Maximum          Maximum        Registration
         Registered              Registered        Offering Price      Aggregate          Fee(1)
                                                    Per Share(1)   Offering Price(1)
---------------------------------------------------------------------------------------------------

           Class A
        Common Stock,
   par value $.01 and the         500,000             $82.5625        $41,281,250       $12,509.47
 related Options to acquire  Shares and Options
      such Common Stock
---------------------------------------------------------------------------------------------------
(1)      Estimated pursuant to Rule 457(h) solely for the purpose of determining
         the registration fee. Proposed maximum offering price represents the
         average high and low reported market prices of the Registrant's Class A
         Common Stock on March 23, 1998.

This Registration Statement also covers such additional shares of Class A Common
Stock as may be issuable pursuant to antidilution provisions.
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference into this
Registration Statement:

     (a) Annual Report on Form 10-K for the year ended December 31, 1997.

     (b) Current  Report on Form 8-K dated February 23, 1998, and filed February
24, 1998; Current Report on Form 8-K dated February 27, 1998, and filed March 2,
1998;  and Current  Report on Form 8-K dated March 16, 1998, and filed March 26,
1998.

     (c) The  description  of the Class A Common Stock as contained in Item 1 of
the Company's  Registration  Statement on Form 8-A filed May 12, 1992, including
any amendment or report filed for the purpose of updating such description.

     (d) All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934 (the "1934
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  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
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 herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The  shares of Class A Common  Stock to be  offered  are  registered  under
Section 12(g) of the 1934 Act. Each option to be offered entitles the recipient,
upon  satisfaction  of the  requirements of the Company's 1994 Stock Option Plan
(the "Plan") and the  recipient's  Stock Option  Agreement with the Company,  to
acquire one share of Class A Common Stock. When granted,  the options may have a
term not to exceed  ten years and an  exercise  price  equal to the fair  market
value of the underlying  share of Class A Common Stock on the date of the grant.
None of the 500,000  options to be registered  hereunder  will be outstanding on
the date this Registration  Statement becomes  effective.  The exercise price of
the options may be adjusted to prevent  dilution or  enlargement of the benefits
granted  to, or  available  for,  recipients  of options  upon any  subdivision,
consolidation,  recapitalization,  reclassification,  stock  splits,  and  other
similar events. The terms of the Plan and the options to be registered hereunder
are  more  fully  set  forth  in the  Offering  Circular  that  constitutes  the
Prospectus for this Registration Statement on Form S-8.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Thomas M. Boudreau,  Esq., whose opinion is contained in Exhibit 5.1, owned
as of March 27,  1998,  no shares of the  Class A Common  Stock and  options  to
purchase 51,300 shares of Class A Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  102(b)(7) of the General  Corporation  Law of Delaware  ("Delaware
Law") enables a corporation in its original  certificate of  incorporation or an
amendment thereto to eliminate or limit the personal  liability of a director to
a corporation or its  stockholders  for  violations of the director's  fiduciary
duty,  except  (i)  for any  breach  of a  director's  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant  to  Section  174 of the  Delaware  Law  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper  personal  benefit.  The  Certificate of  Incorporation  of the Company
provides  for the  elimination  of the  liability  of  directors  to the  extent
permitted by Section 102(b)(7) of the Delaware Law.

     Section 145 of the Delaware Law provides,  in summary,  that  directors and
officers of Delaware corporations are entitled, under certain circumstances,  to
be indemnified against all expenses and liabilities  (including attorneys' fees)
incurred by them as a result of suits brought  against them in their capacity as
a  director  or  officer,  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
Company, and, with respect to any criminal action or proceeding,  if they had no
reasonable  cause to believe  their  conduct  was  unlawful;  provided,  that no
indemnification  may be made against expenses in respect of any claim,  issue or
matter as to which they shall have been  adjudged  to be liable to the  Company,
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability but in view of all the  circumstances of the case, they are fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper. Any such  indemnification  may be made by the Company only as authorized
in each specific case upon a determination  by the stockholders or disinterested
directors  that  indemnification  is proper  because the  indemnitee has met the
applicable  standard of conduct.  Article Seven of the Company's  Certificate of
Incorporation  entitles officers and directors of the Company to indemnification
to the fullest extent permitted by Section 145 of the DGCL, as amended from time
to time.

     Article Eight of the Company's  Certificate of Incorporation  provides that
no director shall have any personal liability to the Company or its stockholders
for any monetary  damages for breach of fiduciary  duty as a director,  provided
that such  provision  does not limit or eliminate  the liability of any director
(i) for  breach  of  such  director's  duty of  loyalty  to the  Company  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or knowing  violation of law, (iii) under Section 174 of
the Delaware Law (involving  certain unlawful dividends or stock repurchases) or
(iv) for any transaction from which such director  derived an improper  personal
benefit.

     Reference is made to the Certificate of Incorporation of the Company, filed
as Exhibit 4.1 hereto.

     New York Life Insurance  Company ("New York Life") maintains  Directors and
Officers/Corporate   Reimbursement  ("D&O")  insurance  covering  directors  and
officers  of New York  Life and its  subsidiaries  and  certain  other  entities
including the Company,  for certain  expenses and  liabilities of such directors
and officers  while acting in their  capacity as such.  Such D&O insurance  also
covers  directors and officers of the Company  while New York Life,  directly or
indirectly, maintains voting control of the Company.

     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 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     Reference is made to the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

     (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 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  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
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 15(d) o 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 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.
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 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 City of Maryland  Heights,  State of Missouri,  on March 26,
1998.

                              EXPRESS SCRIPTS, INC.

                              By: /s/ Barrett A. Toan
                              Barrett A. Toan, President
                              and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Barrett A. Toan,  George Paz, and Thomas M. Boudreau and each of them (with full
power to each of them to act alone),  his true and lawful  attorneys in fact and
agents for him and on his behalf  and in his name,  place and stead,  in any and
all  capacities  to  sign  any  and  all  amendments  (including  post-effective
amendments) to this Registration Statement,  and to file the same, with exhibits
and any and all other documents filed with respect thereto,  with the Securities
and Exchange  Commission (or any other  governmental  or regulatory  authority),
granting unto said  attorneys,  and each of them, full power and authority to do
and to perform each and every act and thing  requisite  and necessary to be done
in and  about  the  premises  in  order to  effectuate  the same as fully to all
intents  and  purposes  as he might or could do if  personally  present,  hereby
ratifying and confirming  all that said attorneys in fact and agents,  or any of
them, 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  by  the  following  persons  in  the
capacities and on the dates indicated.

        NAME                      TITLE                           DATE

/s/ Barrett A. Toan         President, Chief Executive          March 25, 1998
Barrett A. Toan             Officer and Director

/s/ George Paz              Senior Vice President and Chief     March 25, 1998
George Paz                  Financial Officer
                            (Principal Financial Officer)

/s/ Joseph W. Plum           Vice President and Chief            March 25, 1998
Joseph W. Plum               Accounting Officer
                             (Principal Accounting Officer)

                             Director                            March __, 1998
Howard I. Atkins

/s/ Judith E. Campbell       Director                            March 25, 1998
Judith E. Campbell

/s/ Richard M. Kernan, Jr.   Director                            March 25, 1998
Richard M. Kernan, Jr.

/s/ Richard A. Norling       Director                            March 25, 1998
Richard A. Norling

/s/ Frederick J. Sievert     Director                            March 25, 1998
Frederick J. Sievert

/s/ Stephen N. Steinig       Director                            March 25, 1998
Stephen N. Steinig

/s/ Seymour Sternberg        Director                            March 25, 1998
Seymour Sternberg

                             Director                            March __, 1998
Howard L. Waltman

/s/ Norman Zachary           Director                            March 25, 1998
Norman Zachary
EXPRESS SCRIPTS, INC.

                                  EXHIBIT INDEX

Exhibit
NUMBER                       DESCRIPTION
4.1         Express Scripts, Inc. Amended and Restated 1994 Stock Option Plan,  
            as amended by the Second Amendment thereto
5.1         Opinion of Thomas M. Boudreau, Esq., Senior Vice President of
            Administration, General Counsel and Corporate Secretary of the 
            Company
23.1        Consent of Price Waterhouse LLP
23.2        Consent of Counsel to Express Scripts, Inc.(included in Exhibit 5.1)
24.1        Power of Attorney (included in Signature Page)