As filed with the Securities and Exchange Commission
                  on August 9, 2000 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)

                              13900 Riverport Drive
                        Maryland Heights, Missouri 63043
          (Address, including zip code, of principal executive offices)

               EXPRESS SCRIPTS, INC. 2000 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                            Thomas M. Boudreau, Esq.
              Senior Vice President, General Counsel and Secretary
                              Express Scripts, Inc.
             13900 Riverport Drive, Maryland Heights, Missouri 63043
                      (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      2,000,000 shares(2)   $68.46875    $136,937,500     $36,151.50
===============================================================================

     (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 August 8, 2000.

     (2) This Registration Statement includes 2,000,000 shares of Class A Common
Stock,  representing a portion of the additional shares as are issuable pursuant
to automatic increase provisions,  including an "evergreen" provision,  and also
covers  such  additional  shares  of  Class A Common  Stock  as may be  issuable
pursuant to antidilution  provisions of the Express Scripts, Inc. 2000 Long-Term
Incentive 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 under File No. 000-20199:

         (a) Annual Report on Form 10-K for the year ended December 31, 1999.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

         (c)  Current  Report  on Form 8-K dated  February  2,  2000,  and filed
February 10, 2000; Current Report on Form 8-K dated February 10, 2000, and filed
February  10,  2000;  Current  Report on Form 8-K dated  March 2, 2000 and filed
March 3, 2000;  Current Report on Form 8-K dated April 21, 2000, and filed April
24,  2000;  Current  Report on Form 8-K,  dated June 22, 2000 and filed June 23,
2000; Current Report on Form 8-K, dated July 20, 2000, and filed July 21, 2000.

         (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 August 9,  2000,  6,680  shares of the Class A Common  Stock,  options  to
purchase  87,300  shares of Class A Common  Stock,  and 270 phantom  stock units
convertible  into shares of Class A Common Stock under the  Company's  Executive
Deferred Compensation Plan.

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. The Company also maintains
excess D&O coverage for certain  expenses and liabilities of the Company and its
directors and officers while acting in their capacity as such.

     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 August 9,
2000.

                     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, Thomas M. Boudreau and Keith J. Ebling, 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           August 9, 2000
------------------------   Officer and Director
  Barrett A. Toan

/s/ George Paz             Senior Vice President and Chief      August 9, 2000
------------------------   Financial Officer (Principal
  George Paz               Financial Officer)

/s/ Joseph W. Plum         Vice President and Chief             August 9, 2000
------------------------   Accounting Officer (Principal)
  Joseph W. Plum           Accounting Officer)

/s/ Howard I. Atkins       Director                             August 9, 2000
------------------------
  Howard I. Atkins

/s/ Stuart L. Bascomb      Director                             August 9, 2000
------------------------
  Stuart L. Bascomb

/s/ Gary G. Benanav        Director                             August 9, 2000
------------------------
  Gary G. Benanav

/s/ Frank J. Borelli       Director                             August 9, 2000
------------------------
  Frank J. Borelli

                           Director                             August 9, 2000
------------------------
  Judith E. Campbell


/s/ Barbara B. Hill        Director                             August 9, 2000
------------------------
  Barbara B. Hill


/s/Richard M. Kernan, Jr.  Director                             August 9, 2000
-------------------------
  Richard M. Kernan, Jr.

                           Director                             August 9, 2000
-------------------------
  Richard A. Norling

/s/ Frederick J. Sievert   Director                             August 9, 2000
-------------------------
  Frederick J. Sievert

/s/ Stephen N. Steinig     Director                             August 9, 2000
-------------------------
  Stephen N. Steinig

/s/ Seymour Sternberg      Director                             August 9, 2000
-------------------------
  Seymour Sternberg

/s/ Howard L. Waltman      Director                             August 9, 2000
-------------------------
  Howard L. Waltman

/s/ Gary E. Wendlant       Director                             August 9, 2000
-------------------------
  Gary E. Wendlant

/s/ Norman Zachary         Director                             August 9, 2000
-------------------------
  Norman Zachary

                              EXPRESS SCRIPTS, INC.

                                  EXHIBIT INDEX
Exhibit

Number                        Description

 4.1     Certificate  of  Incorporation,   as  amended,   incorporated  by
         reference to  Exhibit 3.1  to the Company's  Quarterly  Report on
         Form 10-Q for the quarter ending June 30, 1999

 4.2     Second Amended and Restated Bylaws,  incorporated by reference to
         Exhibit 3.3  to the Company's  Quarterly  Report on Form 10-Q for
         the quarter ending September 30, 1998

 4.3     Express Scripts, Inc. 2000 Long-Term Incentive Plan

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

23.1     Consent of Price WaterhouseCoopers LLP

23.2     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", "filename": "0001.txt", "description": "EXPRESS SCRIPTS INC. 2000 LONG TERM INCENTIVE PLAN", "secsgml_size_bytes": 20179}]
{"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": "333-43336", "film-number": "689400"}, "business-address": {"street1": "13900 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 August 9, 2000 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)

                              13900 Riverport Drive
                        Maryland Heights, Missouri 63043
          (Address, including zip code, of principal executive offices)

               EXPRESS SCRIPTS, INC. 2000 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                            Thomas M. Boudreau, Esq.
              Senior Vice President, General Counsel and Secretary
                              Express Scripts, Inc.
             13900 Riverport Drive, Maryland Heights, Missouri 63043
                      (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      2,000,000 shares(2)   $68.46875    $136,937,500     $36,151.50
===============================================================================

     (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 August 8, 2000.

     (2) This Registration Statement includes 2,000,000 shares of Class A Common
Stock,  representing a portion of the additional shares as are issuable pursuant
to automatic increase provisions,  including an "evergreen" provision,  and also
covers  such  additional  shares  of  Class A Common  Stock  as may be  issuable
pursuant to antidilution  provisions of the Express Scripts, Inc. 2000 Long-Term
Incentive 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 under File No. 000-20199:

         (a) Annual Report on Form 10-K for the year ended December 31, 1999.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

         (c)  Current  Report  on Form 8-K dated  February  2,  2000,  and filed
February 10, 2000; Current Report on Form 8-K dated February 10, 2000, and filed
February  10,  2000;  Current  Report on Form 8-K dated  March 2, 2000 and filed
March 3, 2000;  Current Report on Form 8-K dated April 21, 2000, and filed April
24,  2000;  Current  Report on Form 8-K,  dated June 22, 2000 and filed June 23,
2000; Current Report on Form 8-K, dated July 20, 2000, and filed July 21, 2000.

         (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 August 9,  2000,  6,680  shares of the Class A Common  Stock,  options  to
purchase  87,300  shares of Class A Common  Stock,  and 270 phantom  stock units
convertible  into shares of Class A Common Stock under the  Company's  Executive
Deferred Compensation Plan.

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. The Company also maintains
excess D&O coverage for certain  expenses and liabilities of the Company and its
directors and officers while acting in their capacity as such.

     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 August 9,
2000.

                     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, Thomas M. Boudreau and Keith J. Ebling, 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           August 9, 2000
------------------------   Officer and Director
  Barrett A. Toan

/s/ George Paz             Senior Vice President and Chief      August 9, 2000
------------------------   Financial Officer (Principal
  George Paz               Financial Officer)

/s/ Joseph W. Plum         Vice President and Chief             August 9, 2000
------------------------   Accounting Officer (Principal)
  Joseph W. Plum           Accounting Officer)

/s/ Howard I. Atkins       Director                             August 9, 2000
------------------------
  Howard I. Atkins

/s/ Stuart L. Bascomb      Director                             August 9, 2000
------------------------
  Stuart L. Bascomb

/s/ Gary G. Benanav        Director                             August 9, 2000
------------------------
  Gary G. Benanav

/s/ Frank J. Borelli       Director                             August 9, 2000
------------------------
  Frank J. Borelli

                           Director                             August 9, 2000
------------------------
  Judith E. Campbell

/s/ Barbara B. Hill        Director                             August 9, 2000
------------------------
  Barbara B. Hill

/s/Richard M. Kernan, Jr.  Director                             August 9, 2000
-------------------------
  Richard M. Kernan, Jr.

                           Director                             August 9, 2000
-------------------------
  Richard A. Norling

/s/ Frederick J. Sievert   Director                             August 9, 2000
-------------------------
  Frederick J. Sievert

/s/ Stephen N. Steinig     Director                             August 9, 2000
-------------------------
  Stephen N. Steinig

/s/ Seymour Sternberg      Director                             August 9, 2000
-------------------------
  Seymour Sternberg

/s/ Howard L. Waltman      Director                             August 9, 2000
-------------------------
  Howard L. Waltman

/s/ Gary E. Wendlant       Director                             August 9, 2000
-------------------------
  Gary E. Wendlant

/s/ Norman Zachary         Director                             August 9, 2000
-------------------------
  Norman Zachary

                              EXPRESS SCRIPTS, INC.

                                  EXHIBIT INDEX
Exhibit

Number                        Description

 4.1     Certificate  of  Incorporation,   as  amended,   incorporated  by
         reference to  Exhibit 3.1  to the Company's  Quarterly  Report on
         Form 10-Q for the quarter ending June 30, 1999

 4.2     Second Amended and Restated Bylaws,  incorporated by reference to
         Exhibit 3.3  to the Company's  Quarterly  Report on Form 10-Q for
         the quarter ending September 30, 1998

 4.3     Express Scripts, Inc. 2000 Long-Term Incentive Plan

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

23.1     Consent of Price WaterhouseCoopers LLP

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

24.1     Power of Attorney (included in Signature Page)