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:   February 6, 2002


                              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 jurisdiction   (Commission File No.)          (I.R.S. Employer
       of corporation)                                      Identification No.)



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 9.        Regulation FD Disclosure

              The following information is furnished pursuant to Regulation FD.

     On February 6, 2002, Express Scripts, Inc. announced that it has entered
into a definitive agreement to acquire the capital stock of National
Prescription Administrators, Inc., Central Fill Inc., CFI of New Jersey, Inc.,
and NPA NY IPA, Inc., as well as certain real estate and equipment utilized in
connection with the business of such companies, for a net purchase price of $515
million.

     Express Scripts, Inc. issued a press release with respect to the foregoing,
a copy of which is attached hereto as Exhibit 99.0, and incorporated herein by
reference.






                                                        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:    February 6, 2001             By:
                                           -------------------------------------
                                           Barrett A. Toan
                                           President and Chief Executive Officer









                                  EXHIBIT INDEX




Exhibit No.     Description

   99.1         Press release, dated February 6, 2002

EX-99

EXHIBIT 99.1

        Express Scripts and National Prescription Administrators Announce
                              Acquisition Agreement


     ST. LOUIS, February 6, 2002--Express Scripts, Inc. (Nasdaq: ESRX) announced
today it has signed a definitive agreement to acquire the capital stock of
National Prescription Administrators, Inc., Central Fill Inc., CFI of New
Jersey, Inc., NPA NY IPA, Inc., and certain real estate and equipment owned by a
limited partnership, together comprising the business of NPA for a net purchase
price of $515 million. NPA, headquartered in East Hanover, New Jersey, is the
largest, privately held independent, full-service pharmacy benefit manager. The
transaction is expected to close at the end of the first quarter of 2002,
subject to customary closing conditions and the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. The acquisition is
expected to add 4 cents to Express Scripts' 2002 diluted earnings per share.

     The acquisition delivers a number of strategic benefits to both companies
and the customers they serve, including greater scale and diversity of
membership and specialized, complementary service capabilities. NPA, which
manages approximately $2.5 billion in annual drug spend primarily for union and
government populations in the Northeast, processes approximately 42 million
retail network claims and 3 million mail pharmacy claims, through two mail
facilities. NPA's standards for overall service and performance are among the
highest in the industry as evidenced by industry-recognized surveys.

         "NPA has a 20-year track record of success and a strong reputation in
our industry, and we're very pleased to have it join Express Scripts," said
Barrett Toan, chairman and chief executive officer. "Richard Ullman and his team
have built a business anchored in superior customer service, constant innovation
and strong values. Our two companies' strengths are complementary. Express
Scripts serves primarily large employers, managed care organizations, insurance
carriers and third-party administrators, while NPA has developed a leading
position serving union and government populations."

         "Express Scripts shares our independent values and commitment to
service," said Richard Ullman, chief executive officer of NPA. "It's apparent
that their approach to integrating new companies focuses on best practices. I
can think of no other PBM better equipped than Express Scripts to work with our
clients and continue the tradition of service that we bring to the organization.
Our clients and employees will benefit from our combined expertise, capabilities
and commitment to their sectors."

         Express Scripts expects to finance the acquisition with cash on hand,
bank debt, and issue approximately 552,000 shares of its common stock. The
company will file an Internal Revenue Code ss.338(h)(10) election. This has the
effect of treating the transaction as an asset purchase for tax purposes, which
will provide a tax benefit to Express Scripts of approximately $90 million on a
present value basis.

         Express Scripts expects the acquisition to add $2.1 billion to revenues
on a full year basis, or $1.6 billion in 2002 assuming an April, 1, 2002
closing. The acquisition is expected to add approximately $30 million to Express
Scripts' 2002 EBITDA, after deducting merger-related costs. After debt service
charges, depreciation and amortization expenses, taxes and assuming an April 1,
2002 closing, the acquisition is expected to add 4 cents to 2002 diluted
earnings per share.

         Express Scripts will hold an investor conference call on February 6,
2002 at 12:00 p.m. CST to discuss its fourth quarter 2001 earnings and the
acquisition of NPA. The call will be broadcast live as well as replayed through
the Internet. The webcast can be accessed through the Investor Relations section
of Express Scripts' website at http://www.express-scripts.com .

         Express Scripts, Inc. is one of the largest pharmacy benefit management
(PBM) companies in North America. Together with NPA, the company will provide
PBM services to over 50 million members through facilities in eight states and
Canada. Express Scripts 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 services through its Express Health Line SM
division. The company also provides distribution services for specialty
pharmaceuticals through its Specialty Distribution subsidiary. 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.

         National Prescription Administrators, Inc.(R) (NPA) is the largest
independent, privately owned pharmacy benefit managers providing services to
clients for over 20 years. NPA offers a full range of PBM services including
network pharmacy claims processing, mail pharmacy services, benefit design, and
clinical and intervention programs. NPA provides superior value through the
delivery of the highest level of customer service, utilization management and
innovation.
NPA's website can be found at http://www.npa.com
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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:
o    risks associated with our acquisitions of Phoenix and NPA, including
     integration risks and costs, risks of client retention, and risks
     associated with the operations of acquired businesses

o    risks associated with our ability to maintain internal growth rates, or to
     control operating or capital costs

o    continued pressure on margins resulting from client demands for enhanced
     service offerings and higher service levels, and the possible termination
     of, or unfavorable modification to, contracts with key clients or providers

o    competition, including price competition, and our ability to consummate
     contract negotiations with prospective clients, as well as competition from
     new competitors offering services that may in whole or in part replace
     services that we now provide to our customers

o    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

o    the possible loss of relationships with pharmaceutical manufacturers, or
     changes in pricing, discount or other practices of pharmaceutical
     manufacturers

o    adverse results in litigation, including a pending case challenging Express
     Scripts' business practices under the Employee Retirement Income Security
     Act (ERISA)

o    risks associated with our leverage and debt service obligations, including
     the effect of certain covenants in our borrowing agreements

o    risks associated with our ability to continue to develop new products,
     services and delivery channels

o    general 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

o    uncertainties regarding the implementation and the ultimate terms of
     proposed government initiatives, including a Medicare prescription drug
     benefit

o    increase in credit risk relative to our clients due to adverse economic
     trends

o    other risks described from time to time in our filings with The Securities
     and Exchange 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.