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 27, 2008

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.)

One Express Way, St. Louis, MO (Address of Principal Executive Offices) 63121 (Zip Code)

Registrant’s telephone number including area code: 314-996-0900

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 May 27, 2008, Express Scripts, Inc. issued a press release with respect to the resolution of a certain legal matter.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

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

  Exhibit 99.1   Press Release, dated May 27, 2008.

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.
	(Registrant)
Date: May 27, 2008	By:	/s/ Thomas M. Boudreau
		Thomas M. Boudreau
		Executive Vice President
		Law and Strategy

EX-99.1

 Media Contact:  Steve Littlejohn

 314.996.0981

 slittlejohn@express-scripts.com

Express Scripts in Voluntary Agreement with State Attorneys General

ST. LOUIS, May 27, 2008 – Express Scripts, Inc., announced today that the Company and the Attorneys General of 28 states and the District of Columbia entered into an Assurance of Voluntary Compliance and Discontinuance (AVC).

The agreement resolves an investigation initiated in 2004 and which did not result in litigation by the Attorneys General against the company.  The AVC precludes future litigation against the Company by the Attorneys General under state consumer protection and antitrust laws in areas that were the subject of the investigation.

Express Scripts said that its business practices, which are conducted in accordance with its client contracts and client pledge, comply with essentially all requirements of the AVC.  Only minor adjustments in certain procedures will bring it into full compliance with the AVC.

The Company also does not admit any of the assertions made by the Attorneys General in the AVC.  In particular, Express Scripts said that it has implemented and continually refined its procedures to ensure that any drug switches were safe and appropriate, and intended lower costs for both its clients and plan sponsors.  The Company also said that its disclosures to clients have been forthright and adequate.

In connection with the AVC, the Company will pay $9.5 million, of which $9.3 million will be apportioned among the states and the District of Columbia and $200,000 will be allocated for payments not to exceed $25 each to patients for physician visits and tests related to drug switches between brand statin drugs.  These amounts had previously been fully reserved and, thus, there will be no effect on the Company's results for the second quarter of 2008 or any future period.

Express Scripts, Inc. is one of the largest PBM companies in North America, providing PBM services to thousands of client groups, including managed-care organizations, insurance carriers, employers, third-party administrators, public sector, workers compensation, and union-sponsored benefit plans.  Express Scripts is headquartered in St. Louis, Missouri. More information can be found at http://www.express-scripts.com.