As Filed with the Securities and Exchange Commission on February 16, 1999
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
                                 (314) 770-1666
               (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

           EXPRESS SCRIPTS, INC. EXECUTIVE DEFERRED COMPENSATION 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, including zip code, and telephone number,
                   including area code, of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                 PROPOSED          ROPOSED             
   TITLE OF         AMOUNT        MAXIMUM          MAXIMUM            AMOUNT
  SECURITIES        TO BE        OFFERING         AGGREGATE             OF
    TO BE         REGISTERED       PER             OFFERING        REGISTRATION
  REGISTERED                    OBLIGATION(1)      PRICE(1)             FEE    
<S>             <C>               <C>            <C>                  <C>   
-------------------------------------------------------------------------------
Deferred 
Compensation                           
Obligations(2)   $8,000,000        100%           $8,000,000           $2,224
-------------------------------------------------------------------------------
Class A Common
Stock, par
value $0.01
per share      50,000 shares(3)   $70.25(4)     $3,512,500           $976.48
-------------------------------------------------------------------------------

<FN>
     (1) Estimated solely for the purpose of determining the  registration  fee.

     (2) The Deferred  Compensation  Obligations  are unsecured  obligations  of
Express Scripts,  Inc. to pay deferred  compensation in the future in accordance
with the terms of the Express Scripts, Inc. Executive Deferred Compensation Plan
(the "Plan"). 

     (3)  Includes  such  additional  shares  of Class A common  Stock as may be
issuable  pursuant to  antidilution  provisions of the Plan.  

     (4) Based upon the average of the high and low market prices of the Class A
Common Stock on February 12, 1999.

</FN>
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (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  Registrant'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  Registrant  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  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The  following  description  of  the  Deferred   Compensation   Obligations
registered  hereunder is qualified  by  reference to the Express  Scripts,  Inc.
Executive  Deferred  Compensation Plan (the "Plan"). A copy of the Plan is filed
as Exhibit 4.1 to this Registration Statement.

     The Deferred Compensation Obligations (the "Obligations") will be unsecured
general  obligations of the Registrant to pay the deferred  compensation  of and
Registrant  contributions to eligible senior executives and vice-president level
executives of the  Registrant and its  subsidiaries  in the future in accordance
with the  terms of the  Plan.  The  Obligations  will rank  equally  with  other
unsecured and  unsubordinated  indebtedness  of the Registrant from time to time
outstanding.

     The amount of compensation to be deferred by each Plan  participant will be
determined  in accordance  with the Plan based on elections by the  participant.
The  Registrant  will  establish  compensation  account(s)  on  behalf  of  each
participant,  to which the Registrant will credit any deferred  compensation and
Registrant   contributions   in  accordance  with  the  Plan.  The  compensation
account(s)  will be  credited  (or  debited)  with income (or loss) based upon a
hypothetical investment in one or more of the investment options available under
the Plan,  which includes a  hypothetical  investment in Class A Common Stock of
the  Registrant  as  well  as one or  more  mutual  funds,  as  chosen  by  each
participant  from a list of such investment  options.  A participant's  deferred
compensation will vest immediately; while the Registrant's contributions vest in
varying percentages over a three year period in accordance with the Plan. Except
for amounts invested in the Class A Common Stock fund, each compensation account
will be payable in cash upon the participant's retirement, termination, death or
other date(s) determined in accordance with the Plan. Amounts in a participant's
compensation  account(s)  invested  in the  Class A Common  Stock  fund  will be
distributed in the form of whole shares of Class A Common Stock, with fractional
shares paid in cash.

     Participants and their  beneficiaries  may not voluntarily or involuntarily
transfer,  alienate or assign their interests under the Plan, and such interests
are not subject to attachment, execution, garnishment or other such equitable or
legal process.

     The Committee of the Registrant's Board of Directors administering the Plan
may amend, alter or terminate the Plan at any time without the prior approval of
the  Board of  Directors;  provided  that,  without  the  Board's  approval,  no
amendment,  modification  or termination  may  materially  increase the benefits
accruing to participants under the Plan.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Thomas M.  Boudreau,  Esq. , whose  opinion is  contained  in Exhibit  5.1,
owned,  as of January  27,  1999,  options  to  purchase  113,500  shares of the
Registrant's 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 Registrant's Certificate of Incorporation provides
that no director  shall have any  personal  liability to the  Registrant  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
Registrant 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
Registrant's Certificate of Incorporation entitles officers and directors of the
Registrant 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 Registrant,  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 Registrant while New York Life, directly or
indirectly, maintains voting control of the Registrant.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant  pursuant to such  provisions , the Registrant 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 filed herewith.

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) 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 this  Registration  Statement or any
material change to such information in this 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 this 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 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 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 January 27,
1999.

                                       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 is 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 below by the  following  persons in the
capacities and on the dates indicated.

SIGNATURES                        TITLE                             DATE


/s/ Barrett A. Toan         President, Chief Executive        January 27, 1999
Barrett A. Toan             Officer and Director


/s/ Geroge Paz              Senior Vice President and         January 27, 1999
George Paz                  Chief Financial Officer
                            (Principal Financial Officer)  

/s/ Joseph W. Plum          Vice President and Chief          January 27, 1999
Joseph W. Plum              Accounting Officer
                            (Principal Accounting Officer)
                            
/s/ Howard I. Atkins
Howard I. Atkins            Director                          January 27, 1999


Judith E. Campbell          Director                          January __, 1999


Richard M. Kernan, Jr.      Director                          January __, 1999


Richard A. Norling          Director                          January __, 1999

/s/ Frederick J. Sievert
Frederick J. Sievert        Director                          January 27, 1999

/s/ Stephen N. Steining
Stephen N. Steinig          Director                          January 27, 1999

/s/ Seymour Sternberg
Seymour Sternberg           Director                          January 27, 1999

/s/ Howard L. Waltman
Howard L. Waltman           Director                          January 27, 1999

/s/ Norman Zachary
Norman Zachary              Director                          January 27, 1999


                                  EXHIBIT INDEX

EXHIBIT NUMBER     DESCRIPTION OF EXHIBITS

4.1                Express Scripts, Inc. Executive Deferred Compensation Plan.

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

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": 21926}]
{"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": "333-72441", "film-number": "99543173"}, "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 February 16, 1999
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
                                 (314) 770-1666
               (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

           EXPRESS SCRIPTS, INC. EXECUTIVE DEFERRED COMPENSATION 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, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                 PROPOSED          ROPOSED             
   TITLE OF         AMOUNT        MAXIMUM          MAXIMUM            AMOUNT
  SECURITIES        TO BE        OFFERING         AGGREGATE             OF
    TO BE         REGISTERED       PER             OFFERING        REGISTRATION
  REGISTERED                    OBLIGATION(1)      PRICE(1)             FEE
-------------------------------------------------------------------------------
Deferred 
Compensation                           
Obligations(2)   $8,000,000        100%           $8,000,000           $2,224
-------------------------------------------------------------------------------
Class A Common
Stock, par
value $0.01
per share      50,000 shares(3)   $70.25(4)     $3,512,500           $976.48
-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the  registration  fee.

     (2) The Deferred  Compensation  Obligations  are unsecured  obligations  of
Express Scripts,  Inc. to pay deferred  compensation in the future in accordance
with the terms of the Express Scripts, Inc. Executive Deferred Compensation Plan
(the "Plan"). 

     (3)  Includes  such  additional  shares  of Class A common  Stock as may be
issuable  pursuant to  antidilution  provisions of the Plan.  

     (4) Based upon the average of the high and low market prices of the Class A
Common Stock on February 12, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (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  Registrant'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  Registrant  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  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The  following  description  of  the  Deferred   Compensation   Obligations
registered  hereunder is qualified  by  reference to the Express  Scripts,  Inc.
Executive  Deferred  Compensation Plan (the "Plan"). A copy of the Plan is filed
as Exhibit 4.1 to this Registration Statement.

     The Deferred Compensation Obligations (the "Obligations") will be unsecured
general  obligations of the Registrant to pay the deferred  compensation  of and
Registrant  contributions to eligible senior executives and vice-president level
executives of the  Registrant and its  subsidiaries  in the future in accordance
with the  terms of the  Plan.  The  Obligations  will rank  equally  with  other
unsecured and  unsubordinated  indebtedness  of the Registrant from time to time
outstanding.

     The amount of compensation to be deferred by each Plan  participant will be
determined  in accordance  with the Plan based on elections by the  participant.
The  Registrant  will  establish  compensation  account(s)  on  behalf  of  each
participant,  to which the Registrant will credit any deferred  compensation and
Registrant   contributions   in  accordance  with  the  Plan.  The  compensation
account(s)  will be  credited  (or  debited)  with income (or loss) based upon a
hypothetical investment in one or more of the investment options available under
the Plan,  which includes a  hypothetical  investment in Class A Common Stock of
the  Registrant  as  well  as one or  more  mutual  funds,  as  chosen  by  each
participant  from a list of such investment  options.  A participant's  deferred
compensation will vest immediately; while the Registrant's contributions vest in
varying percentages over a three year period in accordance with the Plan. Except
for amounts invested in the Class A Common Stock fund, each compensation account
will be payable in cash upon the participant's retirement, termination, death or
other date(s) determined in accordance with the Plan. Amounts in a participant's
compensation  account(s)  invested  in the  Class A Common  Stock  fund  will be
distributed in the form of whole shares of Class A Common Stock, with fractional
shares paid in cash.

     Participants and their  beneficiaries  may not voluntarily or involuntarily
transfer,  alienate or assign their interests under the Plan, and such interests
are not subject to attachment, execution, garnishment or other such equitable or
legal process.

     The Committee of the Registrant's Board of Directors administering the Plan
may amend, alter or terminate the Plan at any time without the prior approval of
the  Board of  Directors;  provided  that,  without  the  Board's  approval,  no
amendment,  modification  or termination  may  materially  increase the benefits
accruing to participants under the Plan.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Thomas M.  Boudreau,  Esq. , whose  opinion is  contained  in Exhibit  5.1,
owned,  as of January  27,  1999,  options  to  purchase  113,500  shares of the
Registrant's 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 Registrant's Certificate of Incorporation provides
that no director  shall have any  personal  liability to the  Registrant  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
Registrant 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
Registrant's Certificate of Incorporation entitles officers and directors of the
Registrant 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 Registrant,  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 Registrant while New York Life, directly or
indirectly, maintains voting control of the Registrant.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant  pursuant to such  provisions , the Registrant 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 filed herewith.

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) 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 this  Registration  Statement or any
material change to such information in this 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 this 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 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 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 January 27,
1999.

                                       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 is 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 below by the  following  persons in the
capacities and on the dates indicated.

SIGNATURES                        TITLE                             DATE

/s/ Barrett A. Toan         President, Chief Executive        January 27, 1999
Barrett A. Toan             Officer and Director

/s/ Geroge Paz              Senior Vice President and         January 27, 1999
George Paz                  Chief Financial Officer
                            (Principal Financial Officer)  

/s/ Joseph W. Plum          Vice President and Chief          January 27, 1999
Joseph W. Plum              Accounting Officer
                            (Principal Accounting Officer)
                            
/s/ Howard I. Atkins
Howard I. Atkins            Director                          January 27, 1999

Judith E. Campbell          Director                          January __, 1999

Richard M. Kernan, Jr.      Director                          January __, 1999

Richard A. Norling          Director                          January __, 1999

/s/ Frederick J. Sievert
Frederick J. Sievert        Director                          January 27, 1999

/s/ Stephen N. Steining
Stephen N. Steinig          Director                          January 27, 1999

/s/ Seymour Sternberg
Seymour Sternberg           Director                          January 27, 1999

/s/ Howard L. Waltman
Howard L. Waltman           Director                          January 27, 1999

/s/ Norman Zachary
Norman Zachary              Director                          January 27, 1999

                                  EXHIBIT INDEX

EXHIBIT NUMBER     DESCRIPTION OF EXHIBITS

4.1                Express Scripts, Inc. Executive Deferred Compensation Plan.

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

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).