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):  January 15, 2009

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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Election of New Director.   On January 15, 2009, the Board of Directors of Express Scripts, Inc. (the “Company”) elected Frank Mergenthaler as a member of the Board.  There are no arrangements or understandings between Mr. Mergenthaler and any other person pursuant to which he was elected as a director.  Mr. Mergenthaler will also serve as a member of the audit committee of the Board.

Mr. Mergenthaler will participate in the compensation arrangements established by the Company for non-employee directors.

A copy of the press release announcing Mr. Mergenthaler’s election to the Board is furnished herewith as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits

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

Exhibit 10.1*  Description of compensation payable to non-employee directors, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed May 30, 2008.

Exhibit 99.1   Press Release, dated January 15, 2009.

* Denotes management contract or compensatory plan or arrangement.

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:  January 15, 2009	By:	/s/ Martin Akins
		Martin Akins
		Assistant General Counsel

EX-99.1

Exhibit 99.1

Express Scripts Elects Frank Mergenthaler to Board of Directors

ST. LOUIS, MO, January 15, 2009 – Express Scripts, Inc., (NASDAQ:ESRX) today announced that its Board of Directors has elected Frank Mergenthaler as a director and member of the Board.

Mr. Mergenthaler is executive vice president and chief financial officer for the Interpublic Group (NYSE:IPG), one of the world's leading organizations of advertising agencies and marketing services companies with in excess of 40 thousand employees around the world.  At IPG, Mr. Mergenthaler has responsibility for all areas of global finance as well as information technology and investor relations.  He joined IPG with extensive experience in the media and entertainment industry and spent more than a decade at Price Waterhouse.

 “We are honored to welcome Frank Mergenthaler to the Express Scripts Board of Directors and look forward to applying his expertise to our business, especially in the areas of finance and information technology,” said George Paz, chairman and chief executive officer of Express Scripts.

Prior to joining IPG, Mr. Mergenthaler held senior leadership roles at Columbia House Company, a direct marketer of entertainment content that was owned by the Blackstone Group, as well as The Seagram Company Ltd., owners of Universal Studios, Universal Music Group, and the Universal Theme Parks.  At Price Waterhouse, he managed multinational clients and became a partner in the entertainment and media practice of the firm.

Mr. Mergenthaler will also serve as a member of the Audit Committee of Express Scripts’ Board of Directors.

About Express Scripts

Express Scripts, Inc. is one of the largest pharmacy benefit management (PBM) companies in North America, providing PBM services to millions of consumers through facilities in 13 states and Canada. Express Scripts serves thousands of client groups, including managed-care organizations, insurance carriers, third-party administrators, employers and union-sponsored benefit plans. Express Scripts is headquartered in St. Louis, Missouri. More information can be found at http://www.express-scripts.com.