8-K

UNITED STATES

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): May 25, 2005

EXPRESS SCRIPTS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	0-20199	43-1420563
(State or Other Jurisdiction of Incorporation or Organization	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Registrant’s telephone number including area code: 314-770-1666

No change since last report

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On May 25, 2005, the Board of Directors of Express Scripts Inc. (the “Company”) approved an amendment to that certain Rights Agreement, dated as of July 25, 2001, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”). The amendment revises Section 1(c) of the Rights Agreement to exclude from the definition of “Beneficial Owner” and “Beneficial Ownership” any share of the Company’s common stock that could be acquired by a person upon the exercise or settlement of an option or contract, or the redemption, conversion or exchange of an equity interest in an investment company registered under the Investment Company Act of 1940, provided that such option, contract or equity interest is publicly-traded, and represents a direct or indirect interest in, or has a value determinable by reference to, securities of at least 100 issuers, and, further provided that the person in question does not have the right to vote or direct the vote of such shares of such common stock.

The purpose of the amendment is to exclude from the definition of “Beneficial Owner” and “Beneficial Ownership” shares of the Company’s common stock held by an exchange traded fund (a/k/a “SPDR”), which, prior to such amendment, could have been deemed to be “Beneficially Owned” by holders of shares of such fund.

A copy of the amendment is attached as Exhibit 10.1 to this report and incorporated herein by reference. The full text of the Rights Agreement was filed as Exhibit No. 4.1 to the Company’s Current Report on Form 8-K filed July 31, 2001.

Item 8.01Other Events

On May 25, 2005, Express Scripts, Inc. (the “Company”) announced that its Board of Directors had declared a 2-for-1 stock split in the form of a stock dividend of one share for each outstanding share, payable on June 24, 2005 to shareholders of record on June 10, 2005.  A copy of the press release containing such announcement is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits

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

Exhibit 10.1Amendment No. 1 to Rights Agreement between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated May 25, 2005.

Exhibit 99.1Press Release, dated May 25, 2005.

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 thereunto duly authorized.

	EXPRESS SCRIPTS, INC.
Dated: May 31, 2005	By:   /s/ George Paz                                                George Paz President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 1 to Rights Agreement between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated May 25, 2005
99.1	Press release dated May 25, 2005

EX-10

Exhibit 10.1

AMENDMENT NO. 1 TO

RIGHTS AGREEMENT

BETWEEN THE CORPORATION AND

AMERICAN STOCK TRANSFER &

TRUST COMPANY, AS RIGHTS AGENT

RECITALS

A.Express Scripts, Inc. (the “Company”) is a party to that certain Rights Agreement, dated as of July 25, 2001, between the Corporation and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”).

B.Pursuant to Section 27 of the Rights Agreement, the Company has the right to supplement or amend certain provisions of the Rights Agreement.

C.On May 25, 2005 (the “Approval Date”), the Board of Directors of the Company approved this Amendment to the Rights Agreement as set forth below.

AMENDMENT

1. Section 8.5 of the Plan is hereby amended to read as follows:

(c)  A Person shall be deemed the “Beneficial Owner” of, shall be deemed to have “Beneficial Ownership” of and shall be deemed to “beneficially own” any securities:

(i)  which such Person or any of such Person's Affiliates or Associates is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Rights Agreement;

(ii) which such Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (x) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (y) securities which such Person has a right to acquire on the exercise of Rights at any time prior to the time a Person becomes an Acquiring Person or (z) securities issuable upon exercise of Rights from and after the time a Person becomes an Acquiring Person if such Rights were acquired by such Person or any of such Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section 3 or Section 22 hereof (the “Original Rights”) or pursuant to Section 11(i) or Section 11(n) with respect to an adjustment to the Original Rights; or (B) the right to vote pursuant to any agreement, arrangement or understanding, written or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security by reason of such agreement, arrangement or understanding if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to this Section 1(c)(ii)(B)) or disposing of such securities of the Company;

provided, however, that (xw) no Person who is an officer, director, or employee of an Exempt Person shall be deemed, solely by reason of such Person's status or authority as such, to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “beneficially own” any securities that are “beneficially owned” (as defined in this Section 1(c)), including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person; (x) a Person shall not be deemed the Beneficial Owner of, to have “Beneficial Ownership” of or to beneficially own, shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) that such Person has the right to acquire upon exercise or settlement of an option or contract or redemption, conversion or exchange of an equity interest in a Person registered as an investment company under the Investment Company Act of 1940 if such option, contract or equity interest is traded on or in a commodities or securities exchange or market and represents a direct or indirect interest in, or has a value determinable by reference to, securities of at least 100 issuers, provided that such Person does not have the right to vote or direct the vote of such shares of Common Stock, (y) a Person shall not be deemed the Beneficial Owner of, to have “Beneficial Ownership” of or to beneficially own, shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) held by such Person in trust accounts, managed accounts and the like, or otherwise held in a fiduciary capacity, that are Beneficially Owned by third Persons who are not Affiliates or Associates of such Person; and (z) New York Life Insurance Company and its Affiliates and Associates shall not be deemed the Beneficial Owner of, to have “Beneficial Ownership” of or to beneficially own, shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) held by any of them in trust accounts including accounts for which any of them may be a discretionary trustee, separate accounts of an insurance company, managed accounts including accounts over which any of them may have investment discretion and the like, or otherwise held or managed in a fiduciary capacity which may include dispositive or voting authority.

2.Except as otherwise provided in this Amendment, the terms and conditions of the Plan shall remain in full force and effect.

Certified as of this 25^th day of May, 2005.

/s/ Thomas M. Boudreau

Thomas M. Boudreau, Secretary

EX-99.1

Exhibit 99.1

Contact:

Ed Stiften, Chief Financial Officer

David Myers, Vice President Investor Relations

(314) 702-7173

investor.relations@express-scripts.com

Express Scripts Declares 2-For-1 Stock Split

ST. LOUIS, May 25, 2005—Express Scripts, Inc. (NASD: ESRX) today announced that its Board of Directors has approved a two-for-one stock split to be effected in the form of a stock dividend. The stock split is for shareholders of record as of June 10, 2005, and will be effective on or about June 24, 2005.

“The stock split reflects the successful execution of our business model, which is built around the alignment of interests with our clients and members,” stated George Paz, president and chief executive officer. “The increased utilization of generics and home delivery services, including specialty pharmacy, translates into lower costs for our clients and improved profitability for Express Scripts.”

Express Scripts, Inc. is one of the largest PBM companies in North America providing PBM services to over 50 million members through facilities in thirteen states and Canada. Express Scripts serves thousands of client groups, including managed care organizations, insurance carriers, third-party administrators, government-sponsored benefit plans, 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, and medical and drug data analysis services. The Company also provides 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:

• costs of andadverse results in litigation, including a number of pending class action cases that challenge certain of our business practices

• risks arising from investigations of certain PBM practices and pharmaceutical pricing, marketing and distribution practices currently being conducted by the U.S. Attorney offices in Philadelphia and Boston, and by other regulatory agencies including the Department of Labor, and various state attorneys general

• risks anduncertainties regarding the implementation and the ultimate terms of the Medicare Part D prescription drug benefit, including financial risks to us if we participate in the program on a risk-bearing basis and risks of client or member losses to other providers under Medicare Part D

• risks associated with our acquisitions (including our acquisition of CuraScript), which include integration risks and costs, risks of client retention and repricing of client contracts, and risks associated with the operations of acquired businesses

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

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

• competition in the PBM industry, 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

• adverse results in regulatory matters, the adoption of new legislation or regulations (including increased costs associated with compliance with new laws and regulations), more aggressive enforcement of existing legislation or regulations, or a change in the interpretation of existing legislation or regulations

• increased compliance risks relating to our contracts with the DoD TRICARE Plan and various state governments and agencies

• the possible loss, or adverse modification of the terms, of relationships with pharmaceutical manufacturers, or changes in pricing, discount or other practices of pharmaceutical manufacturers

• risks associated with the possible loss, or adverse modification of the terms of, contracts with pharmacies in our retail pharmacy network

• risks associated with the use and protection of the intellectual property we use in our business

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

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

• 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

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

• risks associated with changes in average wholesale prices, which could reduce prices and margins

• risks associated with our inability to attract and retain qualified personnel

• other risks described from time to time in our filings with the SEC

 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.