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 4, 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 5.   Other Events

     On February 25, 2002, Express Scripts, Inc. announced that it has completed
the acquisition of the assets of Phoenix Marketing Group  (Holdings),  Inc. from
Access  Worldwide  Communications,  Inc.,  for a purchase  price of $33 million.
million.

     Express Scripts, Inc. issued a press release with respect to the foregoing,
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 exhibits is filed as part of this report on Form 8-K:

          Exhibit 99.1  Press Release, dated February 25, 2002,l by theCompany.







                                    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 4, 2002            By:     /s/ Barrett A. Toan
                                         ---------------------------------------
                                           Barrett A. Toan
                                           President and Chief Executive Officer









                                  EXHIBIT INDEX




   Exhibit No.     Description

      99.1         Press release, dated February 25, 2002

EX-99

                                EXHIBIT 99.1


     Express Scripts Completes Acquisition of Phoenix Marketing Group, Inc.

ST. LOUIS,  February 25, 2002--Express  Scripts,  Inc. (Nasdaq:  ESRX) announced
today that it has completed the  acquisition of the assets of Phoenix  Marketing
Group (Holdings),  Inc. ("Phoenix") from Access Worldwide  Communications,  Inc.
(OTC Bulletin Board: AWWC) for $33 million in cash.

     "We're  pleased to announce the  completion  of this  acquisition,"  stated
Barrett Toan, chairman and chief executive officer.  "Phoenix is well-positioned
to assume a greater share of the expanding market for  pharmaceutical  sampling,
and  we  are  focused  on   leveraging   the  combined   strengths  of  the  two
organizations."

     Phoenix  is  one  of  the  largest  prescription  drug  sample  fulfillment
companies  in the country,  shipping  approximately  95 million  sample units in
2001.   Outsource   spending  is  growing  as  a  percentage  of  pharmaceutical
manufacturers' total sales and marketing expenses,  and medication sampling is a
key  element  in  the  prescription  distribution  market.  Phoenix  records  an
administrative fee for distributing  samples to doctors based on orders received
from pharmaceutical sales representatives.


     Express Scripts,  Inc. is one of the largest  pharmacy  benefit  management
(PBM)  companies in North America.  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.





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.