As filed with the Securities and Exchange Commission on
                 December 29, 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 Identification No.)
 incorporation or organization)


                              14000 RIVERPORT DRIVE
                        MARYLAND HEIGHTS, MISSOURI 63043
          (Address, including zip code, of principal executive offices)

               EXPRESS SCRIPTS, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                            THOMAS M. BOUDREAU, ESQ.
     SENIOR VICE PRESIDENT OF ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                              EXPRESS SCRIPTS, INC.
             14000 RIVERPORT DRIVE, MARYLAND HEIGHTS, MISSOURI 63043
                                 (314) 770-1666
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                      Proposed        Proposed
    Title of                           maximum        maximum
   securities           Amount        offering       aggregate       Amount of
     to be              to be           price         offering     registration
   registered         registered     per share(1)     price(1)         fee(1)
--------------------------------------------------------------------------------
Class A Common
Stock, par value
$0.01 per share    250,000 shares(2)   $66.75        $16,687,500     $4,922.81
--------------------------------------------------------------------------------

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(c) and (h) under the  Securities Act of 1933 and based upon
the average of the high and low reported market prices of the Registrant's Class
A Common Stock on December 28, 1998. 

     (2) This Registration Statement also covers such additional shares of Class
A Common Stock as may be issuable  pursuant to  antidilution  provisions  of the
Express Scripts, Inc. Employee Stock Purchase Plan.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Express  Scripts,   Inc.  (the  "Company"  or  the   "registrant")   hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents of the registrant:

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

         (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998.

         (c) Current Report on Form 8-K dated February 19, 1998, and filed March
2, 1998; Current Report on Form 8-K dated February 23, 1998, and filed February
24, 1998; and Current Report on Form 8-K dated March 16, and filed March 26,
1998; Current Report on Form 8-K dated April 1, 1998, and filed April 14, 1998,
as amended on Form 8-K/A filed June 12, 1998; Current Report on Form 8-K, dated
April 23, 1998 and filed May 5, 1998; Current Report on Form 8-K, dated June 17,
1998, and filed July 20, 1998; Current Report on Form 8-K, dated July 28, 1998,
and filed August 5, 1998; Current Report on Form 8-K, dated October 12, 1998,
and filed October 27, 1998; Current Report on Form 8-K, dated October 21, 1998,
and filed October 29, 1998; and Current Report on Form 8-K, dated November 1,
1998, and filed November 20, 1998.

         (d) 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.

     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,  as amended (the
"Exchange  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  herein by  reference  modifies  or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Thomas M. Boudreau, Esq., whose opinion is contained in Exhibit 5.1, owned,
as of December 21, 1998,  options to purchase  113,500  shares of Class A Common
Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  102(b)(7) of the General  Corporation Law of Delaware (the "DGCL")
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 DGCL  (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.  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 DGCL (involving  certain unlawful  dividends or stock repurchases) or
(iv) for any transaction from which such director  derived an improper  personal
benefit.

     Section 145 of the DGCL 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
corporation, 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
corporation,  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 corporation
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.

     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,  including  the  Company,  and
certain other  entities 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 this Registration Statement (or the most recent post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,   represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant to Rule 424(b) of the Securities Act if, in
the  aggregate,  the  changes in volume and price  represent  no more than a 20%
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

     (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 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) 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 person of the registrant
in the successful  defense of any action,  suit or proceeding) is being 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 of 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 undersigned
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 December 11,
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 or her true and lawful  attorneys  in
fact and  agents for him or her and on his or her behalf and in his or her 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 or she  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         December 11, 1998
   Barrett A. Toan         Officer and Director

/S/ GEORGE PAZ             Senior Vice President and Chief    December 11, 1998
  George Paz               Financial Officer (Principal
                           Financial Officer)

/S/ JOSEPH W. PLUM         Vice President and Chief           December 11, 1998
  Joseph W. Plum           Accounting Officer (Principal
                           Accounting Officer)

/S/ HOWARD I. ATKINS       Director                           December 16, 1998
  Howard I. Atkins

/S/ JUDITH E. CAMPBELL     Director                           December 15, 1998
  Judith E. Campbell

/S/ RICHARD M. KERNAN, JR. Director                           December 15, 1998
  Richard M. Kernan, Jr.

/S/ RICHARD A. NORLING     Director                           December 14, 1998
  Richard A. Norling

/S/ FREDERICK J. SIEVERT   Director                           December 16, 1998
  Frederick J. Sievert

/S/ STEPHEN N. STEINIG     Director                           December 16, 1998
  Stephen N. Steinig

/S/ SEYMOUR STERNBERG      Director                           December 16, 1998
  Seymour Sternberg

/S/ HOWARD L. WALTMAN      Director                           December 16, 1998
  Howard L. Waltman

/S/ Norman Zachary         Director                           December 21, 1998
  Norman Zachary


<PAGE>
                              EXPRESS SCRIPTS, INC.


                                  EXHIBIT INDEX
Exhibit
NUMBER                             DESCRIPTION

   4.1      Express Scripts, Inc. Employee Stock Purchase Plan

   5.1      Opinion of Thomas M.  Boudreau,  Esq.,  Senior Vice  President of
            Administration, General Counsel and Secretary of the Company

  23.1      Consent of PricewaterhouseCoopers LLP

  23.2      Consent of Ernst & Young LLP - Minneapolis, Minnesota

  23.3      Consent of Ernst & Young LLP - Pittsburgh, Pennsylvania

  23.4      Consent of Thomas M. Boudreau, Esq. (included in Exhibit 5.1)

  24.1      Power of Attorney (included in Signature Page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18520}]
{"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": "333-69855", "film-number": "98777554"}, "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
                 December 29, 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 Identification No.)
 incorporation or organization)

                              14000 RIVERPORT DRIVE
                        MARYLAND HEIGHTS, MISSOURI 63043
          (Address, including zip code, of principal executive offices)

               EXPRESS SCRIPTS, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                            THOMAS M. BOUDREAU, ESQ.
     SENIOR VICE PRESIDENT OF ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                              EXPRESS SCRIPTS, INC.
             14000 RIVERPORT DRIVE, MARYLAND HEIGHTS, MISSOURI 63043
                                 (314) 770-1666
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                      Proposed        Proposed
    Title of                           maximum        maximum
   securities           Amount        offering       aggregate       Amount of
     to be              to be           price         offering     registration
   registered         registered     per share(1)     price(1)         fee(1)
--------------------------------------------------------------------------------
Class A Common
Stock, par value
$0.01 per share    250,000 shares(2)   $66.75        $16,687,500     $4,922.81
--------------------------------------------------------------------------------

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(c) and (h) under the  Securities Act of 1933 and based upon
the average of the high and low reported market prices of the Registrant's Class
A Common Stock on December 28, 1998. 

     (2) This Registration Statement also covers such additional shares of Class
A Common Stock as may be issuable  pursuant to  antidilution  provisions  of the
Express Scripts, Inc. Employee Stock Purchase Plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Express  Scripts,   Inc.  (the  "Company"  or  the   "registrant")   hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents of the registrant:

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

         (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998.

         (c) Current Report on Form 8-K dated February 19, 1998, and filed March
2, 1998; Current Report on Form 8-K dated February 23, 1998, and filed February
24, 1998; and Current Report on Form 8-K dated March 16, and filed March 26,
1998; Current Report on Form 8-K dated April 1, 1998, and filed April 14, 1998,
as amended on Form 8-K/A filed June 12, 1998; Current Report on Form 8-K, dated
April 23, 1998 and filed May 5, 1998; Current Report on Form 8-K, dated June 17,
1998, and filed July 20, 1998; Current Report on Form 8-K, dated July 28, 1998,
and filed August 5, 1998; Current Report on Form 8-K, dated October 12, 1998,
and filed October 27, 1998; Current Report on Form 8-K, dated October 21, 1998,
and filed October 29, 1998; and Current Report on Form 8-K, dated November 1,
1998, and filed November 20, 1998.

         (d) 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.

     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,  as amended (the
"Exchange  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  herein by  reference  modifies  or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Thomas M. Boudreau, Esq., whose opinion is contained in Exhibit 5.1, owned,
as of December 21, 1998,  options to purchase  113,500  shares of Class A Common
Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  102(b)(7) of the General  Corporation Law of Delaware (the "DGCL")
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 DGCL  (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.  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 DGCL (involving  certain unlawful  dividends or stock repurchases) or
(iv) for any transaction from which such director  derived an improper  personal
benefit.

     Section 145 of the DGCL 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
corporation, 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
corporation,  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 corporation
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.

     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,  including  the  Company,  and
certain other  entities 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 this Registration Statement (or the most recent post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,   represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant to Rule 424(b) of the Securities Act if, in
the  aggregate,  the  changes in volume and price  represent  no more than a 20%
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

     (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 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) 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 person of the registrant
in the successful  defense of any action,  suit or proceeding) is being 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 of 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 undersigned
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 December 11,
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 or her true and lawful  attorneys  in
fact and  agents for him or her and on his or her behalf and in his or her 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 or she  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         December 11, 1998
   Barrett A. Toan         Officer and Director

/S/ GEORGE PAZ             Senior Vice President and Chief    December 11, 1998
  George Paz               Financial Officer (Principal
                           Financial Officer)

/S/ JOSEPH W. PLUM         Vice President and Chief           December 11, 1998
  Joseph W. Plum           Accounting Officer (Principal
                           Accounting Officer)

/S/ HOWARD I. ATKINS       Director                           December 16, 1998
  Howard I. Atkins

/S/ JUDITH E. CAMPBELL     Director                           December 15, 1998
  Judith E. Campbell

/S/ RICHARD M. KERNAN, JR. Director                           December 15, 1998
  Richard M. Kernan, Jr.

/S/ RICHARD A. NORLING     Director                           December 14, 1998
  Richard A. Norling

/S/ FREDERICK J. SIEVERT   Director                           December 16, 1998
  Frederick J. Sievert

/S/ STEPHEN N. STEINIG     Director                           December 16, 1998
  Stephen N. Steinig

/S/ SEYMOUR STERNBERG      Director                           December 16, 1998
  Seymour Sternberg

/S/ HOWARD L. WALTMAN      Director                           December 16, 1998
  Howard L. Waltman

/S/ Norman Zachary         Director                           December 21, 1998
  Norman Zachary
EXPRESS SCRIPTS, INC.

                                  EXHIBIT INDEX
Exhibit
NUMBER                             DESCRIPTION

   4.1      Express Scripts, Inc. Employee Stock Purchase Plan

   5.1      Opinion of Thomas M.  Boudreau,  Esq.,  Senior Vice  President of
            Administration, General Counsel and Secretary of the Company

  23.1      Consent of PricewaterhouseCoopers LLP

  23.2      Consent of Ernst & Young LLP - Minneapolis, Minnesota

  23.3      Consent of Ernst & Young LLP - Pittsburgh, Pennsylvania

  23.4      Consent of Thomas M. Boudreau, Esq. (included in Exhibit 5.1)

  24.1      Power of Attorney (included in Signature Page)