Form 8K Announcing Trading Plan

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): March 3, 2006

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 7.01 Regulation FD Disclosure

On March 3, 2006, George Paz, President, Chief Executive Officer, and Director of Express Scripts, Inc. (the “Company”), adopted a prearranged trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934. Rule 10b5-1 permits officers and directors of public companies to adopt predetermined plans for selling specified amounts of stock. Mr. Paz’s plan provides for the sale of up to 151,200 shares of the Company’s stock issuable upon the exercise of previously granted stock options. Attached is Exhibit 99.1, which is a copy of the Company’s related press release.

Also on March 3, 2006, two members of the Board of Directors, Samuel Skinner, and John O. Parker, and three members of management of the Company, Edward Ignaczak, Douglas Porter, and Larry Zarin, each adopted prearranged trading plans under Rule 10b5-1. Mr. Skinner’s plan provides for the sale of up to 14,000 shares of the Company’s stock issuable upon the exercise of previously granted stock options. Mr. Parker’s plan provides for the sale of up to 12,000 shares of the Company’s stock issuable upon the exercise of previously granted stock options, and is in addition to a plan previously adopted in December, 2005. Mr. Ignaczak’s plan provides for the sale of up to 31,086 shares of the Company’s stock issuable upon the exercise of previously granted stock options, and Mr. Porter’s plan provides for the sale of up to 30,700 shares of the Company’s stock issuable upon the exercise of previously granted stock options. Mr. Zarin’s plan provides for the sale of up to 25,000 shares of the Company’s stock issuable upon the exercise of previously granted stock options, and is in addition to a plan previously adopted in December, 2005.

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.
Date: March 3, 2006		By: /s/ Thomas M. Boudreau Thomas M. Boudreau Senior Vice President and General Counsel

Contact:

Edward Stiften, Chief Financial Officer

David Myers, Vice President Investor Relations

(314)

702-7173

investor.relations@express-scripts.com

Express Scripts’ CEO Adopts 10b5-1 Plan

ST. LOUIS, March 3, 2006—Express Scripts, Inc. (Nasdaq: ESRX) announced today that George Paz, the Company’s president and chief executive officer, has adopted a prearranged trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934. Rule 10b5-1 permits officers and directors of public companies to adopt predetermined plans for selling specified amounts of stock.

“While I believe we are well-positioned in the PBM sector and am excited about our prospects for 2006 and beyond, I am adopting the 10b5-1 plan as a way of achieving prudent diversification of my investments,” added Paz. “The amount of shares covered under the trading plan represents less than 25 percent of my equity position in the Company.” Other Express Scripts executives may from time to time adopt 10b5-1 plans in order to diversify their holdings.

Express Scripts, Inc. is one of the largest PBM companies in North America, providing PBM services to over 50 million members. Express Scripts serves thousands of client groups, including managed-care organizations, insurance carriers, employers, third-party administrators, public sector, and union-sponsored benefit plans.

Express Scripts provides integrated PBM services, including network-pharmacy claims processing, home delivery services, benefit-design consultation, drug-utilization review, formulary management, disease management, and medical- and drug-data analysis services. The Company also distributes a full range of injectable and infusion biopharmaceutical products directly to patients or their physicians, and provides extensive cost-management and patient-care services.

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.