AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 2005

Registration Statement No. 333-50506

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post Effective Amendment No. 1
to

FORM S-8

Registration Statement Under the Securities Act of 1933

D & K HEALTHCARE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 43-1465483
(IRS Employer
Identification No.)

8235 Forsyth Blvd.
St. Louis, Missouri 63105
(314) 727-3485
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Amended and Restated 1992 Long Term Incentive Plan

Kristina Veaco	Copies to:
Vice President and Corporate Secretary D & K Healthcare Resources, Inc. 8235 Forsyth Boulevard St. Louis, Missouri 63105 314-727-3485 (Name and address, including zip code, and telephone number, including area code, of agent for service)	John L. Gillis, Jr., Esq. Armstrong Teasdale LLP One Metropolitan Square, Suite 2600 St. Louis, Missouri 63102 314-621-5070 Fax 314-621-5065

REMOVAL FROM REGISTRATION

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8, No. 333-50506, filed November 22, 2000 (the “Registration Statement”) pertaining to the registration of an aggregate of 650,000 shares of the Registrant’s Common Stock, par value $0.01 per share (“Common Stock”). The Registration Statement included an undertaking pursuant to Item 512(a)(3) of Regulation S-K to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The offering of such securities has been terminated and the Registrant hereby removes from registration 324,534 shares of Common Stock which remain unsold as of the date of this Post-Effective Amendment No. 1.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of San Francisco, State of California, on August 30, 2005.

D & K Healthcare Resources, Inc.
By:	/s/ Paul Julian
	Paul Julian, President

     Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Paul Julian	President (principal executive officer)	August 30, 2005
(Paul Julian)
/s/ Nicholas A. Loiacono (Nicholas A. Loiacono)	Vice President, Treasurer and Director (principal financial and accounting officer)	August 30, 2005
/s/ Kristina Veaco (Kristina Veaco)	Director	August 30, 2005