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 *
  Stettin Glen D.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2014		 3. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ESRX]
(Last)
(First)
(Middle)
C/O EXPRESS SCRIPTS HOLDING COMPANY, ONE EXPRESS WAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Clin. Res. & New Sol.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ST. LOUIS, MO 63121		 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 23,922.331
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) 03/06/2020 Express Scripts Holding Company Common Stock 27,234 $ 58.17 D  
Non-Qualified Stock Option (Right-to-Buy)   (2) 02/24/2022 Express Scripts Holding Company Common Stock 65,213 $ 47.61 D  
Non-Qualified Stock Option (Right-to-Buy)   (3) 02/25/2021 Express Scripts Holding Company Common Stock 15,631 $ 46.49 D  
Phantom Stock Unit (4)   (4)   (4) Express Scripts Holding Company Common Stock 82.7597 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stettin Glen D.
C/O EXPRESS SCRIPTS HOLDING COMPANY
ONE EXPRESS WAY
ST. LOUIS, MO 63121		       Sr. VP, Clin. Res. & New Sol.  

Signatures

/s/ Glen D. Stettin 02/07/2014
**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) Grant of stock options pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan. Vests in three (3) equal installments on February 28, 2014, February 28, 2015, and February 28, 2016.
(2) Grant of stock options pursuant to the Medco Health Solutions, Inc. Amended and Restated Stock Incentive Plan. Vests in three (3) equal installments on February 24, 2013, February 24, 2014, and February 24, 2015.
(3) Grant of stock options pursuant to the Medco Health Solutions, Inc. Amended and Restated Stock Incentive Plan. The shares reflected herein vest on February 25, 2014.
(4) Phantom Stock Units credited under the Company's Executive Deferred Compensation Plan. All company credits to the participant's account vest in three (3) years after the plan year to which a particular credit relates. Upon distribution each Phantom Stock Unit converts to one share of the Company's Common Stock.
 
Remarks:
Ex. 24 - Power of Attorney attached.

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