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 18, 1999



                              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                                              Idenification No.)
 corporation)

14000 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 18, 1999, Express Scripts,  Inc. issued a press release, 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 18, 1999, by Express Scripts, Inc.



                                    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 23, 1999            By:/s/  Barrett A. Toan
                                       Barrett A. Toan
                                       President and Chief Executive Officer




                                  EXHIBIT INDEX


  EXHIBIT NO.     DESCRIPTION

      99.1        Press release, dated March 18, 1999, by Express Scripts, Inc.

EX-99.1

                                  EXHIBIT 99.1

        EXPRESS SCRIPTS FILES $350 MILLION PRIMARY COMMON STOCK OFFERING

     ST.  LOUIS,  MARCH 18,  1999--Express  Scripts,  Inc.  (NASD:  ESRX)  today
announced  an  offering  for   approximately   4,500,000   primary  shares,   or
approximately  $350 million,  of its Class A Common Stock. The offering is being
managed by Credit  Suisse  First  Boston,  BT Alex.  Brown and  Morgan  Keegan &
Company,  Inc.  The company  plans to use the net  proceeds  of the  offering to
reduce indebtedness to be incurred in connection with its pending acquisition of
Diversified  Pharmaceutical  Services, Inc. ("DPS") and refinancing its existing
credit facility.

     Express Scripts is an independent  full-service pharmacy benefit management
company.  The company  serves  thousands of clients  throughout  North  America,
including   managed  care   organizations,   insurance   carriers,   third-party
administrators, employers and union-sponsored benefit plans. The company's total
membership base, prior to the pending  acquisition of DPS, is approximately 23.5
million covered lives.  Express Scripts  currently  manages  approximately  $5.0
billion in annual drug spending.

     Express Scripts is headquartered in St. Louis, Missouri and has additional
major facilities in Minneapolis, Minnesota; Bensalem, Pennsylvania; Albuquerque,
New Mexico; Tempe, Arizona; Troy, New York; and Farmington Hills, Michigan.

     A registration  statement  relating to these securities has been filed with
the Securities and Exchange  Commission but has not yet become effective.  These
securities  may not be sold nor may offers to buy be accepted  prior to the time
the  registration  statement  becomes  effective.  This news  release  shall not
constitute  an offer to sell or the  solicitation  of an offer to buy nor  shall
there  be any sale of  these  securities  in any  State  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such State.