8-K

                       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:   March 2, 2001

                              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                                             Identification No.)
corporation)


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


          (Former name or former address, if changed since last report)


Item 5.  Other Events

         On March 2, 2001, Express Scripts,  Inc. (the "Company") announced that
ESI Canada, a subsidiary of the Company, had completed the acquisition of Centre
d'autorisation  et de paiement des  services de sante  (CAPSS) Inc. The purchase
price was $25 million  (CAD),  or  approximately  $16.5 million (US). ESI Canada
gains an additional 1.5 million members and its first Quebec operation.

The Company issued a press release regarding the transaction, a copy of which is
attached hereto as Exhibit 99.1, and incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c) The following exhibit is filed as part of this report on Form 8-K:

             Exhibit  99.1  Press  release,  dated  March 2,  2001,  by the
Company.

                                    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 7, 2001         By:  /s/ Barrett A. Toan
                                   --------------------------------------------
                                   Barrett A. Toan,  President and
                                   Chief Executive Officer


                                  EXHIBIT INDEX

   Exhibit No.     Description

      99.1         Press release, dated March 2, 2001, by Express Scripts, Inc.

EX-99.1

         Express Scripts Canadian Subsidiary Closes on CAPSS Acquisition

               ESI CANADA GAINS SIGNIFICANT MARKET SHARE IN QUEBEC


     ST.  LOUIS,  MO,  MARCH 2, 2001 -- ESI  Canada,  a  subsidiary  of  Express
Scripts,   Inc.   (NASD:   ESRX),   has  completed  the  acquisition  of  Centre
d'autorisation et de paiement des services de sante (CAPSS) Inc. The transaction
brings together the second and third largest Canadian health benefit  management
companies.  The purchase price was $25 million  (CAD),  or  approximately  $16.5
million (US).

     ESI Canada  gains an  additional  1.5 million  members and its first Quebec
operation.  There are plans to open a call center in Montreal to service  CAPSS'
Quebec customers,  and ESI Canada has stated its intent to continue the superior
service enjoyed by plan members, unions, associations and employers under CAPSS.

     CAPSS, based in Montreal, Quebec, was owned by six shareholders,  including
five major  insurance  carriers:  Desjardins-Laurentian  Life Assurance Inc., La
Survivance, SSQ Vie, La Capitale Assurances MFQ Inc., and Industrielle-Alliance.
Since 1998,  CAPSS has been using ESI Canada  services  to process  prescription
drug claims outside Quebec.

     "Growing by acquisition and expanding  service offerings are key components
of ESI Canada's strategic plan," said Jean Joubert,  president of ESI Canada and
vice  president  for  international  operations,  Express  Scripts.  "The  CAPSS
purchase will deliver strong customer value by expanding the company's  pharmacy
benefit management business."

     "The  CAPSS  shareholders  are  very  pleased  with  the  closing  of  this
transaction,"  noted Camille  Fortier,  executive  senior vice  president of the
Desjardins  Network in the  Desjardins-Laurentian  Life Assurance  Company,  the
majority  shareholder of CAPSS.  "ESI Canada has already developed a partnership
with Quebec insurers. The company has a great understanding of how to respond to
our needs and the needs of plan members."

     Setting the pace in the Canadian  pharmacy  benefit market with world class
technology and innovative  products,  ESI Canada has experienced major growth in
membership  and claims  volume over the past five  years.  ESI Canada acts as an
intermediary   among   insurance    companies,    third-party    administrators,
pharmaceutical  companies,  pharmacies,  physicians and patients, and provides a
total health benefit management solution to its clients.

     Express Scripts,  a Fortune 500 and Forbes Platinum 400 company,  is one of
the largest  independent  pharmacy benefit managers in North America,  providing
pharmacy  services and pharmacy  benefit plan design  consultation for more than
10,000  clients and covering  43.5 million  lives.  Through  facilities in seven
states and Canada,  the company  serves  thousands of client  groups,  including
managed-care  organizations,  insurance  carriers,  third-party  administrators,
employers and union-sponsored benefit plans.

     Express  Scripts  provides  integrated  PBM  services,   including  network
pharmacy claims processing, mail pharmacy services, benefit design consultation,
drug utilization review, formulary management,  disease management,  medical and
drug-data  analysis  services,   medical  information  management  services  and
informed-decision  counseling.  The  company  also  provides  non-PBM  services,
including  infusion  therapy  services and  distribution  services for specialty
pharmaceuticals.  Express Scripts is headquartered in St. Louis, Missouri.  More
information  can be  found  at  http://www.express-scripts.com,  which  includes
expanded investor information and resources.

SAFE HARBOR STATEMENT

     This press release contains forward-looking statements,  including, but not
limited to, statements related to the company's plans, objectives,  expectations
(financial and otherwise) or intentions. Actual results may differ significantly
from those  projected or suggested in any  forward-looking  statements.  Factors
that may impact these forward-looking statements include but are not limited to:
(i) risks  associated with our ability to maintain  internal growth rates, or to
control operating or capital costs; (ii) continued pressure on margins resulting
from client demands for enhanced  service  offerings and higher service  levels;
(iii) competition,  including price  competition,  and our ability to consummate
contract   negotiations  with  prospective  clients;  (iv)  adverse  results  in
regulatory  matters,  the adoption of new legislation or regulations  (including
increased costs associated with compliance with new laws and  regulations,  such
as privacy regulations under the Health Insurance Portability and Accountability
Act  (HIPAA)),   more   aggressive   enforcement  of  existing   legislation  or
regulations,  or a change  in the  interpretation  of  existing  legislation  or
regulations;  (v) the  possible  termination  of  contracts  with key clients or
providers;   (vi)  the  possible  loss  of  relationships  with   pharmaceutical
manufacturers,   or  changes  in  pricing,   discount  or  other   practices  of
pharmaceutical manufacturers;  (vii) adverse results in litigation; (viii) risks
associated with our leverage and debt service obligations; (ix) risks associated
with our  ability to continue to develop new  products,  services  and  delivery
channels; (x) developments in the health care industry,  including the impact of
increases in health care costs,  changes in drug  utilization  and cost patterns
and introductions of new drugs;  (xi) competition from new competitors  offering
services  that may in whole or in part  replace  services  that the  company now
provides to its customers;  and (xii) other risks described from time to time in
our filings with the SEC.  The company  does 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.