Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Elliott Kelley
 2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2005		 3. Issuer Name and Ticker or Trading Symbol
EXPRESS SCRIPTS INC [ESRX]
(Last)
(First)
(Middle)
13900 RIVERPORT DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MARYLAND HEIGHTS, MO 63043		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 896
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right-to-Buy)   (1) 12/18/2009 Common Stock 328 $ 23.975 D  
Non-Qualified Stock Option (Right-to-Buy)   (2) 03/05/2011 Common Stock 1,432 $ 37.58 D  
Non-Qualified Stock Option (Right-to-Buy)   (3) 03/01/2012 Common Stock 2,912 $ 38.64 D  
Non-Qualified Stock Option (Right-to-Buy)   (4) 05/24/2012 Common Stock 2,200 $ 47.14 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Elliott Kelley
13900 RIVERPORT DRIVE
MARYLAND HEIGHTS, MO 63043		       Chief Accounting Officer  

Signatures

Kelley Rae Elliott 12/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 2/3 of the original Option granted has vested and been exercised. This final portion of this Option vested December 18 2005.
(2) Option vests in three equal installments on March 5, 2005, March 5, 2006, and March 5, 2007.
(3) Option vests in three equal installments on March 1, 2006, March 1, 2007, and March 1, 2008.
(4) Option vests 1/3 on May 24, 2007, and 2/3 on May 24, 2008.

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