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):  June 13, 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 8.01 Other Events

On June 13, 2008, Express Scripts, Inc. (the “Company”) announced that it had entered into an agreement to acquire the workers’ compensation pharmacy benefit management business of Medical Services Company.   Under the terms of the agreement, Express Scripts would acquire the business and related assets for $248 million.  The press release announcing the agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

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

  Exhibit 99.1   Press Release, dated June 13, 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:  June 13, 2008	By:	/s/ Thomas M. Boudreau
		Thomas M. Boudreau
		Executive Vice President, Law & Strategy

EX-99.1

Investor Contact: David Myers	Media Contact:  Steve Littlejohn
314.810.3115	314.996.0981
david.myers@express-scripts.com	slittlejohn@express-scripts.com

Express Scripts Agrees to Acquire Medical Services Company’s

Pharmacy Services Division

Expands PBM Services to Workers’ Compensation Pharmacy Clients

ST. LOUIS, June 13, 2008 – Express Scripts, Inc. (Nasdaq: ESRX) announced today that it has reached an agreement to acquire the workers’ compensation pharmacy benefit management (PBM) business of Medical Services Company (MSC) from Monitor Clipper Partners, a private equity investment firm, for an undisclosed amount.  The transaction is expected to close at the expiration of the Hart-Scott-Rodino waiting period, and is expected to be neutral to earnings in 2008 and slightly accretive in 2009.

MSC was founded in 1985, and its Pharmacy Services Division focuses exclusively on serving the pharmacy benefit needs of workers’ compensation organizations, including leading workers’ compensation insurers and third-party administrators (TPAs), as well as self-insured corporations and government insurance entities. MSC Pharmacy Services Division serves more than 500,000 workers' compensation beneficiaries. MSC also provides non-PBM ancillary services and products, which are not included in the transaction.

“Express Scripts has a long history of offering PBM services to workers’ compensation providers, and the addition of MSC Pharmacy Services will enhance our leadership in using proven PBM cost-management tools to drive down costs and improve health outcomes. Through our commitment to and capabilities in this arena, we will continue to provide the high level of service and clinical expertise required in workers’ compensation,” said George Paz, Express Scripts president, chief executive officer and chairman.

“We are excited by the opportunity to join Express Scripts and leverage our combined talents in servicing the needs of clients and injured workers,” said Mitch Freeman, president of MSC Pharmacy Services.

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.

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. Factors that may impact these forward-looking statements can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-Q on file with the SEC. A copy of this form can be found at the investor relations section of Express Scripts web site at http://www.express-scripts.com

We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.