SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 2, 2000


                              Express Scripts, Inc.
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             (Exact Name of Registrant as specified in its Charter)



    Delaware                    0-20199                              43-1420563
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(State or other            (Commission File No.)             (I.R.S. Employer
jurisdiction of                                               Idenfication No.)
incorporation)


13900 Riverport Drive, Maryland Heights, Missouri                        63043
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(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including area code:       (314) 770-1666
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        (Former name or former address, if changed since last report)


Item 5.           Other Events.

     On March 2, 2000,  Express  Scripts,  Inc. (the "Company")  representatives
were  interviewed by Dow Jones News Service for a news story to be issued on the
Dow Jones news wire.

     The Company  reported that it has recently  amended its  relationship  with
Aetna US Healthcare, Inc. ("Aetna").  Pursuant to the terms of the Company's new
three year agreement with Aetna, the Company will be designated as the exclusive
provider of mail pharmacy  services to  approximately 5 million Aetna members on
or about May 1, 2000.  These new mail service  members will replace the existing
approximately  1.4 million  Aetna  members for which the Company had  previously
provided claim processing services,  including members in two Texas health plans
that are being sold by Aetna.  This  change is not  expected  to have a material
effect on the Company's earnings.

     The Company  commented on its strong mail pharmacy  growth during 1999, and
noted its expectation for growth in excess of 30% for the mail in 2000.

     The Company also cited  opportunities to implement  additional services for
many of its  existing  clients,  reiterated  that the  transition  of the United
Healthcare  account later this year is not expected to have a material impact on
earnings per share, and stated that analysts  earnings  estimates for the first
quarter of 2000 and the annual estimate for 2000 are achievable.

     The  Company  also  noted its plan to use of the fees  earned  through  its
PlanetRx  relationship to continue to develop and implement its overall internet
strategy,  including  its  ability to deliver  core  services to members via the
internet and participation in the emerging physician connectivity field.

     Finally,   the  Company   discussed   its  recent  use  of  cash  to  repay
approximately  $70 million of debt  outstanding  under its bank credit  facility
(during the fourth  quarter of 1999 and the first  quarter of 2000),  noting its
intention to continue to strengthen its balance sheet by reducing its debt. With
the Company's debt to total capitalization ratio below 50%, the Company has been
actively  repurchasing  shares of its Class A Common Stock under its  previously
announced  stock  repurchase  program.  The Company has  repurchased  a total of
approximately  585,000  shares under the program since its inception in October,
1996, including approximately 110,000 in the last few weeks.

     Information  included in this  Current  Report on Form 8-K and  information
that may be contained in other  filings by the Company with the  Securities  and
Exchange Commission (the "Commission") and releases issued or statements made by
the Company,  contain or may contain forward-looking  statements,  including but
not limited to statements of our plans, objectives,  expectations or intentions.
Such forward-looking statements necessarily involve risks and uncertainties. Our
actual results may differ significantly from those projected or suggested in any
forward-looking statements.  Factors that might cause such a difference to occur
include,  but are  not  limited  to:  (i)  risks  associated  with  successfully
implementing our Internet strategy;  (ii) risks associated with the consummation
and financing of acquisitions,  including our ability to successfully  integrate
the  operations  of  the  acquired   businesses  with  our  existing  operations
(including  successfully  managing  the  transition  of  the  United  Healthcare
membership  off of our  systems in 2000),  client  retention  issues,  and risks
inherent in the  acquired  entities  operations;  (iii) risks  associated  with
obtaining  financing  and  capital;  (iv) risks  associated  with our ability to
manage growth; (v) competition, including price competition,  competition in the
bidding and proposal process and our ability to consummate contract negotiations
with  prospective  clients;  (vi) the possible  termination  of  contracts  with
certain key clients or providers;  (vii) the possible  termination  of contracts
with certain key pharmaceutical  manufacturers and changes in pricing, discount,
rebate  or other  practices  of  pharmaceutical  manufacturers;  (viii)  adverse
results in litigation;  (ix) adverse results in regulatory matters, the adoption
of adverse legislation or regulations,  more aggressive  enforcement of existing
legislation  or  regulations,  or a change  in the  interpretation  of  existing
legislation  or  regulations;  (x)  developments  in  the  healthcare  industry,
including  the  impact  of  increases  in  healthcare  costs,  changes  in  drug
utilization  patterns and introductions of new drugs; (xi) risks associated with
the "Year 2000" issue; (xii) dependence on key members of management; (xiii) our
relationship  with New York  Life  Insurance  Company,  which  possesses  voting
control of us; and (xiv) other risks  described from time to time in our filings
with the Commission.  We do not undertake any obligation to release publicly any
revisions to such forward-looking  statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated  events, nor
do we undertake any obligation to update any other information provided herein.


                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         EXPRESS SCRIPTS, INC.



Date:    March 2, 2000                   By:      /s/ George Paz
                                                  George Paz
                                                  Senior Vice President and
                                                  Chief Financial Officer