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): November 24, 2004

EXPRESS SCRIPTS, INC.

(Exact Name of Registrant as Specified in its Charter)

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


13900 Riverport Drive, Maryland Heights, MO 63043
 (Address of Principal Executive Offices) (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 7.01.      Regulation FD Disclosure

                    On November 24, 2004, Express Scripts, Inc. (the "Company") issued a press release with respect to its 2005 earnings guidance. The press release is attached hereto as Exhibit 99.1 and incorported herein by reference.

                    Management of the Company will be discussing the Company's earnings guidance in a conference call scheduled for 8:00 a.m. Central Time on Wednesday, November 24, 2004. The call is being webcast and can be accessed at the Company's website (www.express-scripts.com) in the Investor Relations section.




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: November 24, 2004 By:       /s/ Barrett A. Toan      
Barrett A. Toan
Chairman and Chief Executive Officer







EXHIBIT INDEX

Exhibit No.

Description

99.1 Press release, dated November 24, 2004