As Filed with the Securities and Exchange Commission on June 9, 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.)

                              13900 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)

                   AMENDED AND RESTATED EXPRESS SCRIPTS, INC.
                       1994 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Thomas M. Boudreau, Esq.
     Senior Vice President of Administration, General Counsel and Secretary
                              Express Scripts, Inc.
                              13900 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 Maximum     Proposed Maximum     Amount of
   Title of Securities            Amount to be       Offering Price       Aggregate            Registration
    to be Registered               Registered        Per Share(1)         Offering Price(1)    Fee
<S>                           <C>                         <C>                <C>                <C>
Class A Common  Stock,
par value  $0.01 per share
and the related options to
acquire such Common Stock     1,500,000 shares and        $68.4375           $102,656,250       $28,538.44
                                  options (2)
---------------------------------------------------------------------------------------------------------------
<FN>


(1)  Computed  pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
     determining  the   registration   fee.   Proposed  maximum  offering  price
     represents  the  average of the high and low  prices  for the  Registrant's
     Common Stock reported on the Nasdaq National Market on June 4, 1999.
(2)  Includes such additional shares of Class A common Stock as may be issuable
     pursuant to antidilution provisions of the Plan.
</FN>
</TABLE>

     II-26 This Registration  Statement registers  additional  securities of the
same class as other securities for which a registration  statement filed on this
form relating to the same stock option plan is effective. Consequently, pursuant
to General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by Express  Scripts,  Inc. (the "Company") with respect to the
Express Scripts,  Inc. Amended and Restated 1994 Stock Option Plan (the "Plan"),
on March 27, 1998,  Registration  No.  333-48767,  are incorporated by reference
into this Registration Statement.

Item 5.      Interest of Named Experts and Counsel

     Thomas M. Boudreau,  Esq., whose opinion is contained in Exhibit 5.1, owned
as of May 31, 1999, options to purchase 118,500 shares of Class A Common Stock.

Item 8.      Exhibits

     See Exhibit Index.


                                   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 May 26, 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 Officer       May 26, 1999
Barrett A. Toan           and Director

/s/ George Paz            Senior Vice President and Chief          May 26, 1999
George Paz                Financial Officer
                          (Principal Financial Officer)

/s/ Joseph W. Plum        Vice President and                       June 2, 1999
Joseph W. Plum            Chief Accounting Officer
                          (Principal Accounting Officer)

/s/ Howard I. Atkins      Director                                 May 26, 1999
Howard I. Atkins

/s/ Judith E. Campbell    Director                                 May 26, 1999
Judith E. Campbell

/s/ Richard M. Kernan, Jr.Director                                 May 26, 1999
Richard M. Kernan, Jr.

                          Director                                 ______, 1999
Richard A. Norling

/s/ Frederick J. Sievert  Director                                 May 26, 1999
Frederick J. Sievert

/s/ Stephen N. Steinig    Director                                 May 26, 1999
Stephen N. Steinig

                          Director                                 ______, 1999
Seymour Sternberg

/s/ Howard L. Waltman     Director                                 May 26, 1999
Howard L. Waltman

/s/ Norman Zachary        Director                                 May 26, 1999
Norman Zachary


                                  EXHIBIT INDEX

Exhibit
Number             Description of Exhibits

4.1        Express Scripts, Inc. Amended and Restated 1994 Stock Option Plan,
               as amended

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", "description": "AMENDED/RESTATED '94 STOCK OPTION PLAN, AS AMENDED", "secsgml_size_bytes": 8376}]
{"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": "333-80255", "film-number": "99642728"}, "business-address": {"street1": "14000 REIVERPORT DRIVE", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043", "phone": "3147701666"}, "mail-address": {"street1": "14000 REIVERPORT DRIVE", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043"}}
As Filed with the Securities and Exchange Commission on June 9, 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.)

                              13900 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)

                   AMENDED AND RESTATED EXPRESS SCRIPTS, INC.
                       1994 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Thomas M. Boudreau, Esq.
     Senior Vice President of Administration, General Counsel and Secretary
                              Express Scripts, Inc.
                              13900 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 Maximum     Proposed Maximum     Amount of
   Title of Securities            Amount to be       Offering Price       Aggregate            Registration
    to be Registered               Registered        Per Share(1)         Offering Price(1)    Fee
Class A Common  Stock,
par value  $0.01 per share
and the related options to
acquire such Common Stock     1,500,000 shares and        $68.4375           $102,656,250       $28,538.44
                                  options (2)
---------------------------------------------------------------------------------------------------------------
(1)  Computed  pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
     determining  the   registration   fee.   Proposed  maximum  offering  price
     represents  the  average of the high and low  prices  for the  Registrant's
     Common Stock reported on the Nasdaq National Market on June 4, 1999.
(2)  Includes such additional shares of Class A common Stock as may be issuable
     pursuant to antidilution provisions of the Plan.
II-26 This Registration  Statement registers  additional  securities of the
same class as other securities for which a registration  statement filed on this
form relating to the same stock option plan is effective. Consequently, pursuant
to General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by Express  Scripts,  Inc. (the "Company") with respect to the
Express Scripts,  Inc. Amended and Restated 1994 Stock Option Plan (the "Plan"),
on March 27, 1998,  Registration  No.  333-48767,  are incorporated by reference
into this Registration Statement.

Item 5.      Interest of Named Experts and Counsel

     Thomas M. Boudreau,  Esq., whose opinion is contained in Exhibit 5.1, owned
as of May 31, 1999, options to purchase 118,500 shares of Class A Common Stock.

Item 8.      Exhibits

     See Exhibit Index.

                                   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 May 26, 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 Officer       May 26, 1999
Barrett A. Toan           and Director

/s/ George Paz            Senior Vice President and Chief          May 26, 1999
George Paz                Financial Officer
                          (Principal Financial Officer)

/s/ Joseph W. Plum        Vice President and                       June 2, 1999
Joseph W. Plum            Chief Accounting Officer
                          (Principal Accounting Officer)

/s/ Howard I. Atkins      Director                                 May 26, 1999
Howard I. Atkins

/s/ Judith E. Campbell    Director                                 May 26, 1999
Judith E. Campbell

/s/ Richard M. Kernan, Jr.Director                                 May 26, 1999
Richard M. Kernan, Jr.

                          Director                                 ______, 1999
Richard A. Norling

/s/ Frederick J. Sievert  Director                                 May 26, 1999
Frederick J. Sievert

/s/ Stephen N. Steinig    Director                                 May 26, 1999
Stephen N. Steinig

                          Director                                 ______, 1999
Seymour Sternberg

/s/ Howard L. Waltman     Director                                 May 26, 1999
Howard L. Waltman

/s/ Norman Zachary        Director                                 May 26, 1999
Norman Zachary

                                  EXHIBIT INDEX

Exhibit
Number             Description of Exhibits

4.1        Express Scripts, Inc. Amended and Restated 1994 Stock Option Plan,
               as amended

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).