SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NEW YORK LIFE INSURANCE CO (Last) (First) (Middle) 51 Madison Avenue (Street) New York NY 10010 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EXPRESS SCRIPTS INC [ ESRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	11/17/2003		J		5,749,770(2)(3)(4)	D	(2)(3)(4)	1,150,230(2)(3)(4)	D
Common Stock(1)								6,350,000	D
Common Stock(1)								4,500,000	I	By NYLIFE LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Contract(2)(3)(4)	(2)(3)(4)	11/17/2003		J			0(2)(3)(4)	(2)(3)(4)	(2)(3)(4)	Class A Common Stock (subsequently renamed "Common Stock")		(2)(3)(4)	0(2)(3)(4)	D
Contract(5)(6)	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock (subsequently renamed "Common Stock")			0(5)(6)	I	By NYLIFE LLC
Contract(7)(8)	(7)(8)							(7)(8)	(7)(8)	Class A Common Stock (subsequently renamed "Common Stock")			0(7)(8)	D

1. Name and Address of Reporting Person* NEW YORK LIFE INSURANCE CO (Last) (First) (Middle) 51 Madison Avenue (Street) New York NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NYLIFE LLC (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All share and price amounts reflect a two-for-one stock split effected on June 22, 2001.

2. On November 7, 2000, in connection with an offering of certain securities issued by the Express Scripts Automatic Exchange Security Trust, a trust not affiliated with any Reporting Person or Express Scripts, Inc. (the "Trust"), NYLIFE LLC ("NYLIFE") entered into a forward purchase agreement (the "Contract") with the Trust relating to the disposition by NYLIFE of up to 6,900,000 shares of Class A Common Stock (subsequently renamed "Common Stock") held by NYLIFE (the "Contract Shares"), which shares were subsequently distributed by NYLIFE to its parent, New York Life Insurance Company ("New York Life"). Specifically, the Contract obligated New York Life to deliver to the Trust on November 17, 2003 (subject to extension and acceleration) (the "Exchange Date") a number of shares of Common Stock equal to the product of the "Exchange Rate" times 6,900,000 shares, or at New York Life's option in lieu of shares, to deliver an amount of cash equal to the then Average Market Price

3. (as defined in the Contract) of the number of shares otherwise deliverable. The Exchange Rate is equal to: (a) if the Average Market Price calculated in accordance with the Contract was less than $41.40 per share (the "Appreciation Threshold Price") but equal to or greater than $34.50 per share (the "Initial Price"), a fraction equal to the Initial Price divided by the then Average Market Price; (b) if such Average Market Price is equal to or greater than the Appreciation Threshold Price, 0.8333; and (c) if such Average Market Price is less than the Initial Price, 1.0, subject in each case to certain antidilution and extraordinary transaction adjustments.

4. Upon the consummation of the offering of certain securities by the Trust, NYLIFE received from the Trust $184,358,838.23 on November 7, 2000, pursuant to the Contract, representing the purchase price of the Contract Shares net of certain expenses and fees. The Trust's offering and the Contract are described further in a Prospectus dated November 1, 2000, which forms a part of the Trust's Registration Statement on Form N-2 (SEC File Nos. 811-9319 and 333-77547). On November 17, 2003, which is the Exchange Date, the Average Market Price of the Common Stock was greater than the Appreciation Threshold Price and consequently, New York Life delivered to the Trust 5,749,770 Contract Shares in settlement of the Contract and retained 1,150,230 Contract Shares.

5. On August 22, 2001, NYLIFE entered into a SAILS Mandatorily Exchangeable Securities Contract (the "August Contract") with Credit Suisse First Boston International ("CSFBI") and Credit Suisse First Boston Corporation, as agent, relating to the disposition by NYLIFE of up to 4,500,000 shares of Common Stock held by NYLIFE (the "August Contract Shares"). Specifically, the August Contract obligates NYLIFE to deliver to CSFBI on August 22, 2011 (subject to extension and acceleration) (the "Maturity Date") a number of shares of Common Stock equal to the product of the Exchange Rate times 4,500,000 shares, or at NYLIFE's option in lieu of shares, to deliver an amount of cash equal to the Maturity Price (as defined in the August Contract) of the number of shares otherwise deliverable.

6. The Exchange Rate is equal to: (a) if the Maturity Price is less than or equal to $70.27 (the "Threshold Price") but greater than $54.05 (the "Issue Price"), a fraction equal to the Issue Price divided by the Maturity Price; (b) if the Maturity Price is greater than the Threshold Price, a fraction equal to the Issue Price divided by the Threshold Price; and (c) if the Maturity Price is equal to or less than the Issue Price, 1.0, subject in each case to anti-dilution and extraordinary transaction adjustments. NYLIFE received from CSFBI $238,968,562.50 in cash on August 22, 2001, pursuant to the August Contract, representing the Purchase Price under the August Contract, net of certain expenses and fees.

7. On April 28, 2003, New York Life entered into a SAILS Mandatorily Exchangeable Securities Contract (the "2003 Contract") with CSFBI and Credit Suisse First Boston Corporation, as agent, relating to the disposition by New York Life of up to 5,500,000 shares of Common Stock held by New York Life (the "2003 Contract Shares"). Specifically, the 2003 Contract obligates New York Life to deliver to CSFBI on April 28, 2008 (subject to extension and acceleration) (the "2003 Maturity Date") a number of shares of Common Stock equal to the product of the 2003 Exchange Rate times 5,500,000 shares, or at New York Life's option in lieu of shares, to deliver an amount of cash equal to the 2003 Maturity Price (as defined in the 2003 Contract) of the number of shares otherwise deliverable.

8. The 2003 Exchange Rate is equal to: (a) if the 2003 Maturity Price is less than or equal to $66.516 (the "2003 Threshold Price") but greater than $55.43 (the "2003 Issue Price"), a fraction equal to the 2003 Issue Price divided by the 2003 Maturity Price; (b) if the 2003 Maturity Price is greater than the 2003 Threshold Price, a ratio equal to one (1) minus a fraction, the numerator of which equals the excess of the 2003 Threshold Price over the 2003 Issue Price and the denominator of which equals the 2003 Maturity Price; and (c) if the 2003 Maturity Price is equal to or less than the 2003 Issue Price, 1.0, subject in each case to anti-dilution and extraordinary transaction adjustments. New York Life received from CSFBI $272,549,310 in cash on May 1, 2003, pursuant to the 2003 Contract, representing the Purchase Price under the 2003 Contract, net of certain expenses and fees.

Remarks:

(***) The Designated Filer on behalf of (a) the Reporting Person and (b) NYLIFE LLC, a wholly-owned subsidiary of New York Life Insurance Company. NYLIFE LLC is the direct beneficial owner of the 4,500,000 shares of common stock reported and is a party to the August Contract. New York Life Insurance Company is an indirect beneficial owner of the shares owned by NYLIFE LLC, as the 100% parent of NYLIFE LLC.

	New York Life Insurance Company, /s/ Anne F. Pollack, Senior Vice President and Chief Investment Officer	11/17/2003
	NYLIFE LLC, /s/ Anne F. Pollack, Senior Vice President and Chief Investment Officer	11/17/2003
	** Signature of Reporting Person	Date
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