SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                   FILED PURSUANT TO RULES 13d-1(b), (c), AND
                        (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 1 )*

                              Express Scripts, Inc.
                         ------------------------------
                                (Name of Issuer)

                                  Common Stock
                         ------------------------------
                         (Title of Class of Securities)

                                    302182100
                         ------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2004
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

                 Check the appropriate box to designate the rule
                   pursuant to which this Schedule is filed:

                               (x) Rule 13d-1(b)
                               ( ) Rule 13d-1(c)
                               ( ) Rule 13d-1(d)

----------------

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                        (Continued on following page(s))



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         TIAA-CREF Investment Management, LLC
         I.R.S. #13-3586142

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                              (b) ( )

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER                   2,730,633

         6.       SHARED VOTING POWER                 0

         7.       SOLE DISPOSITIVE POWER              2,730,633

         8.       SHARED DISPOSITIVE POWER            0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                   2,730,633

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         ( )

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      3.59%

12.      TYPE OF REPORTING PERSON

                                       IA



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         Teachers Advisors, Inc.
         I.R.S. # 13-3760073

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                              (b) ( )

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER                   151,973

         6.       SHARED VOTING POWER                 0

         7.       SOLE DISPOSITIVE POWER              151,973

         8.       SHARED DISPOSITIVE POWER            0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                    151,973

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         ( )

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.20 %

12.      TYPE OF REPORTING PERSON

                                       IA



Item 1(a).        NAME OF ISSUER:

                           Express Scripts, Inc.

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                           13900 Riverport Drive
                           Maryland Heights, MO  63043

Items 2(a)-2(c).           NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND
                           CITIZENSHIP OF PERSONS FILING:

                           TIAA-CREF Investment Management, LLC ("Investment
                           Management")
                           730 Third Avenue
                           New York, NY  10017
                           Citizenship:  Delaware

                           Teachers Advisors, Inc. ("Advisors")
                           730 Third Avenue
                           New York, NY  10017
                           Citizenship:  Delaware

Item 2(d).        TITLE OF CLASS OF SECURITIES:

                           Common Stock

Item 2(e).        CUSIP NUMBER:  302182100

Item 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
                  13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:


INVESTMENT MANAGEMENT

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      ( )      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      (x)      An investment adviser in accordance with Rule
                  13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



ADVISORS

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      ( )      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      (x)      An investment adviser in accordance with Rule
                  13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )

Item 4.           OWNERSHIP

                  (a) Aggregate amount beneficially owned: 2,882,606 (See
                      Exhibit A)

                  (b) Percent of class: 3.79%

                  (c) Powers of shares:



                                                         Investment Management     Advisors
                                                         ---------------------     --------

                                                                             
                           Sole Voting Power:            2,730,633                 151,973

                           Shared Voting Power:          0                         0

                           Sole Dispositive Power:       2,730,633                 151,973

                           Shared Dispositive Power:     0                         0


Item 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following (x ).

Item 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON.

                  See Exhibit A

Item 7.           IDENTIFICATION  AND  CLASSIFICATION  OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.

                  Not Applicable



Item 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Not Applicable

Item 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Not Applicable

Item 10.          CERTIFICATION.

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer of
                  the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

                  SIGNATURE.

                  After reasonable inquiry and to the best of my knowledge and
                  belief, I certify that the information set forth in this
                  statement is true, complete and correct.

                  Date: February 10, 2005

                                                      TIAA-CREF INVESTMENT
                                                      MANAGEMENT, LLC

                                                      By:_______________________
                                                      Maureen M. Milet
                                                      Compliance Officer

                                                      TEACHERS ADVISORS, INC.

                                                      By:_______________________
                                                      Maureen M. Milet
                                                      Compliance Officer



                                    EXHIBIT A


ITEM 6.  OWNERSHIP.

TIAA-CREF Investment Management, LLC ("Investment Management") acts as an
investment adviser to the College Retirement Equities Fund ("CREF"), a
registered investment company, and may be deemed to be a beneficial owner of
2,730,633 shares of Issuer's common stock that owned by CREF. Teachers Advisors,
Inc. ("Advisors") is the investment adviser to four registered investment
companies, TIAA-CREF Mutual ("Mutual Funds"), TIAA-CREF Institutional Funds
("Institutional Funds"), TIAA-CREF Life Funds ("Life Funds") and TIAA Separate
Account VA-1 ("VA-1"), as well as the TIAA-CREF Asset Management Commingled
Funds Trust I (the "TCAM Funds") and may be deemed to be a beneficial owner of
151,973 shares of Issuer's common stock owned by Mutual Funds, Institutional
Funds, Life Funds, VA-1 and TCAM Funds. Investment Management and Advisors are
reporting their combined holdings for the purpose of administrative convenience.
These shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer. Each of
Investment Management and Advisors expressly disclaims beneficial ownership of
the other's securities holdings and each disclaims that it is a member of a
"group" with the other.