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                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                         
                                    FORM 8-K/A
                                         
                               AMENDMENT NO. 1 TO 
                                 CURRENT REPORT 
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                           


      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  September 18, 1997
                                           


                               HORIZON PHARMACIES, INC.
                (Exact name of registrant as specified in its charter)



             TEXAS                       333-25257              75-2441557
(State or other jurisdiction of         (Commission          (I.R.S. Employer
 incorporation or organization)         File Number)        Identification No.)


             275 WEST PRINCETON DRIVE
                  PRINCETON, TEXAS                               75407
     (Address of Principal Executive Offices)                 (Zip Code)

                                    (972) 736-2424
                 (Registrant's telephone number, including area code)

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                                   Explanatory Note
                                           
    On September 26, 1997, HORIZON Pharmacies, Inc.  (the "Registrant") filed 
with the Securities and Exchange Commission a Current Report on Form 8-K 
dated September 18, 1997 in connection with the Registrant's acquisition of 
substantially all of the assets of Marty's Pharmacy, Inc. ("Marty's 
Pharmacy").  The acquisition of Marty's Pharmacy was reported under Item 2 of 
the referenced Form 8-K, and a representation regarding the subsequent filing 
of the required pro forma and other financial statements was made in Item 7.  
Following the filing of such Form 8-K it was determined that the referenced 
acquisition was not "significant" as such term is defined in Form 8-K, and 
that no pro forma or other financial statements are required to be filed in 
connection therewith.  This Form 8-K/A is being filed solely for the purpose 
of changing the reporting of the acquisition of Marty's Pharmacy from an Item 
2 event to an Item 5 event, and withdrawing the representation regarding the 
subsequent filing of pro forma and other financial information relating to 
the referenced acquisition.

ITEM 5.  OTHER EVENTS.

    On September 18, 1997, the Registrant acquired substantially all of the 
assets of Marty's Pharmacy comprising primarily pharmacy files, equipment, 
inventory and supplies.  The Registrant acquired the assets through 
arm's-length negotiations with Marty's Pharmacy and its sole shareholder, 
Marty Vallejos.

    Prior to this transaction, no material relationships existed between 
Marty's Pharmacy and the Registrant or any of its affiliates, any director or 
officer of the Registrant, or any associate of such director or officer.

    The consideration for the acquisition consisted of (i) $81,250 cash; (ii) 
10,156 shares of the Registrant's Common Stock; and (iii) a promissory note 
in the amount of $163,544.32 payable over 84 months in equal monthly 
installments bearing interest at 8% per annum.  The cash portion of the 
purchase price was derived from proceeds of the Registrant's initial public 
offering which closed July 11, 1997.  

    The Registrant intends to continue the retail pharmacy operations of 
Marty's Pharmacy under the HORIZON Pharmacies, Inc. name.  In connection 
therewith, the Registrant has secured a real estate lease covering the 
current retail location of Marty's Pharmacy and has secured a valid Colorado 
license to do business at that location under the HORIZON Pharmacies, Inc. 
name. 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    (a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

         N/A
         
    (b)  PRO FORMA FINANCIAL INFORMATION.
         
         N/A

    (c)  EXHIBITS.

         Exhibit No.  Name of Exhibit
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         *2           Purchase Agreement dated September 18, 1997 by and between
                      Marty's Pharmacy, Inc. and HORIZON Pharmacies, Inc.

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     *Previously filed.

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                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.


                                       REGISTRANT:

                                       HORIZON PHARMACIES, INC.


Date:    November 13, 1997             By: /s/ Ricky D. McCord   
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                                           Ricky D. McCord, President








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