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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):

December 14, 2000

AdvancePCS
(formerly known as Advance Paradigm, Inc.)
(Exact Name of Registrant as Specified in Charter)

5215 North O’Connor Boulevard
Suite 1600
Irving, Texas 75039
(Address and Zip Code of Principal Executive Offices)

(469) 420-6000
(Registrant’s telephone number, including area code)

Item 5. Other Events.

      In accordance with requirements of the Securities and Exchange Commission, AdvancePCS is providing selected Consolidated Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements to give effect to the acquisition of First Florida International Holdings, Inc. (“FFI”), Phoenix Communications International, Inc., Innovative Pharmaceutical Strategies, Inc., HMN Health Services, Inc., and Mature Rx Plus of Nevada, Inc. pursuant to an Agreement and Plan of Merger and Reorganization, dated July 5, 2000. The accompanying consolidated financial statements include the combined operations of AdvancePCS and FFI for all periods presented.

Item 7. Financial Statements and Exhibits.

      The following financial statements are being provided in accordance with the instructions to this item.

(a)

Selected Consolidated Financial Data and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Selected Consolidated Financial Data
	Management’s Discussion and Analysis of Financial Condition and Results of Operations

(b)

Consolidated Financial Statements of the Registrant.

	Report of Independent Public Accountants
	Consolidated Balance Sheets as of March 31, 1999 and 2000
	Consolidated Statements of Operations for fiscal years ended March 31, 1998, 1999, and 2000
	Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 1998, 1999, and 2000
	Consolidated Statements of Cash Flows for the fiscal years ended March 31, 1998, 1999 and 2000
	Notes to Consolidated Financial Statements
	Report of Independent Public Accountants on Financial Statement Schedule
	Schedule II. Valuation and Qualifying Accounts for the fiscal years Ended March 31, 1998, 1999, and 2000

(c)

Exhibit

	23.1		Consent of Independent Public Accountants.
	99.1		Selected Consolidated Five Year Summary Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements of AdvancePCS and its subsidiaries for the three-year period ended March 31, 2000, and Schedule II, Valuation and Qualifying Accounts for the three-year period ended March 31, 2000.

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SIGNATURES

      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 hereunto duly authorized.

		ADVANCEPCS
Date: December 14, 2000		By:   /s/ T. Danny Phillips
		Name: T. Danny Phillips
		Title: Chief Financial Officer and Executive          Vice President

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INDEX TO EXHIBITS

Exhibit
Number		Description
23.1		Consent of Independent Public Accountants.
99.1		Selected Consolidated Five Year Summary Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements of AdvancePCS and its subsidiaries for the three-year period ended March 31, 2000, and Schedule II, Valuation and Qualifying Accounts for the three-year period ended March 31, 2000.