<PAGE> 1
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                    FORM 10-K/A

                  Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the fiscal year ended March 28, 1997         Commission File Number 0-20348

                           D & K HEALTHCARE RESOURCES, INC.
               (Exact name of registrant as specified in its charter)

                Delaware                                  43-1464583
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

8000 Maryland Avenue, Suite 920, St. Louis, Missouri        63105
       (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:  (314) 727-3485

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to       Common Stock, par value $.01
  Section 12(g) of the Act:                 (Title of Class)


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X  .  No      .
                                                    -----      -----
      Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  [X]

      State the aggregate market value of the voting stock held by
non-affiliates of the registrant: approximately $11,833,668 as of June 25,
1997.

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:  As of June 25,
1997, 3,056,217 shares of Common Stock, par value $.01, were outstanding.

                  DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the following documents are incorporated by reference in
the Part of this report indicated below:

Part III - Registrant's Proxy Statement for the 1997 Annual Meeting of
Stockholders

<PAGE> 2

                                    PART IV

Item 14.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K
-------     -----------------------------------------------------------------

D & K Wholesale Drug, Inc.
--------------------------

            (a)(1)      Financial statements:  The following consolidated
financial statements are submitted in response to Item 14(a)(1):
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                         <C>
D & K Wholesale Drug, Inc
Report of Independent Public Accountants                                    14
Consolidated Balance Sheets at March 28, 1997
   and March 29, 1996                                                       15
Consolidated Statements of Operations for the years ended
   March 28, 1997, March 29, 1996 and March 31, 1995                        16
Consolidated Statements of Stockholders' Equity for the years ended
   March 28, 1997, March 29, 1996 and March 31, 1995                        17
Consolidated Statements of Cash Flows for the years ended
   March 28, 1997, March 29, 1996 and March 31, 1995                        18
Notes to Consolidated Financial Statements                                  19

</TABLE>

            (2)      The following financial statement schedule and auditors'
report thereon are included in Part IV of this report:


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<PAGE> 3

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                            <C>
Report of Independent Public Accountants on
   Schedule                                                                    33

Schedule II--Valuation and Qualifying Accounts                                 34
</TABLE>

            The Financial Statements of Pharmaceutical Buyers, Inc.
for the years ended December 31, 1997 and 1996 included as Exhibit 99 to this
Annual Report on Form 10-K/A are incorporated herein by this reference.

            Schedules other than those listed above have been omitted because
they are either not required or not applicable, or because the information is
presented in the consolidated financial statements or the notes thereto.

      (3)   Exhibits.

            See Exhibit Index.

      (b)   Reports on Form 8-K.

            None.

      (c)   See Item 14(a)(3) above.<F*>

      (d)   See Item 14(a)(2) above.<F*>


[FN]
-------
<F*>Previously filed with Form 10-K for the year ended March 28, 1997.


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<PAGE> 4

                                    SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) 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.

                                        D & K HEALTHCARE RESOURCES, INC.
                                                (Registrant)


                        By    /s/ J. Hord Armstrong, III
                              -------------------------------------------------
                              J. Hord Armstrong, III, Chairman of the Board,
                              Chief Executive Officer and Treasurer

Date:  March 30, 1998

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                              Title                                              Date
---------                              -----                                              ----
<S>                                    <S>                                                <C>
/s/ J. Hord Armstrong, III             Chairman, Chief Executive Officer,                 March 30, 1998
--------------------------------       Treasurer and Director
J. Hord Armstrong, III                 (Principal Financial Officer)


/s/ Martin D. Wilson                   President, Chief Operating Officer,                March 30, 1998
--------------------------------       Secretary and Director
Martin D. Wilson


/s/ Daniel E. Kreher                   Vice President, Finance & Administration           March 30, 1998
--------------------------------       (Principal Accounting Officer)
Daniel E. Kreher


/s/ Bryan H. Lawrence                  Director                                           March 30, 1998
--------------------------------
Bryan H. Lawrence


/s/ Elliot H. Stein                    Director                                           March 30, 1998
--------------------------------
Elliot H. Stein


/s/ Robert E. Korenblat                Director                                           March 30, 1998
--------------------------------
Robert E. Korenblat


/s/ Thomas F. Patton                   Director                                           March 30, 1998
--------------------------------
Thomas F. Patton



</TABLE>

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<TABLE>
<CAPTION>
                                               EXHIBIT INDEX


Exhibit No.          Description                                                                      Page
-----------          -----------                                                                      ----
 <C>                 <S>
 2.1                 Asset Purchase Agreement, by and between registrant and Malone & Hyde,
                     Inc., filed as Exhibit 2.4 to registrant's Annual Report on Form
                     10-K for the year ended April 1, 1994 is incorporated herein by this
                     reference.

 2.2                 Stock Purchase Agreement, dated October 25, 1994, by and among
                     registrant, Northern Drug Company, G. Jay Coughlin, Amy Goldfine, Dan
                     W. Goldfine, Erwin L. Goldfine, John J. Goldfine, Manley M. Goldfine,
                     Steven B. Goldfine, Gene W. Halverson and William D. Watters, filed
                     as Exhibit 2 to registrant's Current Report on Form 8-K dated October
                     25, 1994 is incorporated herein by this reference.

 2.3                 Agreement and Plan of Merger, dated February 13, 1995, by and among
                     Krelitz Industries, Inc., Barry M. Krelitz, Annetta J. Krelitz,
                     Annetta J. Krelitz Trustee under certain trusts FBO Lori M. Krelitz,
                     Michael J. Krelitz and Steven A. Krelitz, The Estate of Philip J.
                     Krelitz, Andrew C. Krelitz, Bennett A. Krelitz, Ellen B. Krelitz,
                     Pearl G. Krelitz, Okabena Partnership K, DKWD Acquisition Corp. and
                     registrant, filed as Exhibit 2 to registrant's Current Report on Form
                     8-K dated March 2, 1995 is incorporated herein by this reference.

 2.4                 Stock Purchase and Redemption Agreement, dated as of November 30, 1995,
                     by and among Pharmaceutical Buyers, Inc., J. David McCay, The J.
                     David McCay Living Trust, Robert E. Korenblat and the registrant is
                     filed herewith.<F*>

 3.1                 Restated Certificate of Incorporation, filed as Exhibit 3.2 to
                     registrant's Registration Statement on Form S-1 (Reg. No. 33-48730)
                     is incorporated herein by this reference.

 3.2                 By-laws of the registrant, as currently in effect, filed as Exhibit 3.3
                     to registrant's Registration Statement on Form S-1 (Reg. No.
                     33-48730) is incorporated herein by this reference.

 4.1                 Form of certificate for Common Stock, filed as Exhibit 4.1 to
                     registrant's Registration Statement on Form S-1 (Reg. No. 33-48730)
                     is incorporated herein by this reference.


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<PAGE> 6
<CAPTION>
Exhibit No.          Description                                                                      Page
-----------          -----------                                                                      ----
<C>                  <S>
10.1                 Note Agreement, dated December 29, 1987, regarding $3,250,000.00 11%
                     Joint and Several Subordinated Notes due December 29, 1997, and
                     $1,750,000.00 11% Joint and Several Convertible Subordinated Notes
                     due December 29, 1997, by and among registrant, Delta Wholesale Drug,
                     Inc., W. Kelly Company, Wholesale Management Services, Inc. and
                     Massachusetts Mutual Life Insurance Company, and amendments thereto,
                     filed as Exhibit 10.3 to the registrant's Registration Statement on
                     Form S-1 (Reg. No. 33-48730) is incorporated herein by this
                     reference.

10.2                 Note Agreement, dated December 29, 1987, regarding $3,250,000.00 11%
                     Joint and Several Subordinated Notes due December 29, 1997, and
                     $1,750,000.00 11% Joint and Several Convertible subordinated Notes
                     due December 29, 1997, by and among registrant, Delta Wholesale Drug,
                     Inc., W. Kelly Company, Wholesale Management Services, Inc. and
                     MassMutual Corporate Investors, and amendments thereto, filed as
                     Exhibit 10.4 to the registrant's Registration Statement on Form S-1
                     (Reg. No. 33-48730) is incorporated herein by this reference.

10.3                 Preferred Stock Purchase Agreement, dated December 29, 1987, by and
                     among registrant, Gateway Venture Partners III, L.P., J. Hord
                     Armstrong, III and W. VanMeter Alford, Jr., filed as Exhibit 10.5 to
                     the registrant's Registration Statement on Form S-1 (Reg.  No.
                     33-48730) is incorporated herein by this reference.

10.4                 Preferred Stock Purchase Agreement, dated December 29, 1987, by and
                     among registrant, Elliott H. Stein, Robert A. Geddes, Bryan H.
                     Lawrence, W.G. Heckman, Robert R. Hermann, Inmann Brandon, J. Hord
                     Armstrong, III and W. VanMeter Alford, Jr., filed as Exhibit 10.4 to
                     the registrant's Registration Statement on Form S-1 (Reg.  No.
                     33-48730) is incorporated herein by this reference.

10.5                 D & K Wholesale Drug, Inc. Amended and Restated 1992 Long Term
                     Incentive Plan, filed as Annex A to the registrant's 1995 Proxy
                     Statement is incorporated herein by this reference.

10.6                 Wholesale Distribution Agreement, by and between registrant and GLAXO
                     INC., filed as Exhibit 10.14 to the registrant's


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<PAGE> 7
<CAPTION>
Exhibit No.          Description                                                                       Page
-----------          -----------                                                                       ----
<C>                  <S>
                     Registration Statement on Form S-1 (Reg. No. 3348730) is incorporated
                     herein by this reference.

10.7                 Wholesale Distribution Agreement, dated January 1, 1995, by and between
                     registrant and SmithKline Beecham Pharmaceuticals, filed as Exhibit
                     10.7 to registrant's Annual Report on Form 10-K for the year ended
                     March 29, 1996 is incorporated herein by this reference.

10.8                 Wholesale Prime Vendor Agreement, dated September 27, 1993, by and
                     between registrant and Pfizer Inc., filed as Exhibit 10.16 to the
                     registrant's Annual Report on Form 10-K for the year ended April 1,
                     1994 is incorporated herein by this reference.

10.9                 Warehousing and Distribution Service Agreement, dated July 1, 1994, by
                     and between registrant and Eli Lilly and Company, filed as Exhibit
                     10.17 to the registrant's Annual Report on Form 10-K for the year
                     ended April 1, 1994 is incorporated herein by this reference.

10.10                Amendment to Note Agreements, filed as Exhibit 10.21 to the
                     registrant's Registration Statement on Form S-1 (Reg. No. 33-48730)
                     is incorporated herein by this reference.

10.11                Letter Agreement, dated March 31, 1992, between registrant, Delta,
                     Kelly, WMSI, Massachusetts Mutual Life Insurance Company and
                     MassMutual Corporate Investors, filed as Exhibit 10.26 to
                     registrant's Annual Report on Form 10-K for the year ended April 2,
                     1993 is incorporated herein by this reference.

10.12                Letter Agreement dated May 24, 1994, between registrant, Massachusetts
                     Mutual Life Insurance Company and MassMutual Corporate Investors,
                     filed as Exhibit 10.30 to the registrant's Annual Report on Form 10-K
                     for the year ended April 1, 1994 is incorporated herein by this
                     reference.

10.13                Letter Agreement dated February 14, 1995, between registrant,
                     Massachusetts Mutual Life Insurance Company and MassMutual Corporate
                     Investors, filed as Exhibit 10.15 to the registrant's Annual Report
                     on Form 10-K for the year ended March 31, 1995 is incorporated herein
                     by this reference.


                                    - 38 -
<PAGE> 8
<CAPTION>
Exhibit No.          Description                                                                       Page
-----------          -----------                                                                       ----
<C>                  <S>
10.14                Letter Agreement dated January 18, 1995, between registrant,
                     Massachusetts Mutual Life Insurance Company and MassMutual Corporate
                     Investors, filed as Exhibit 10.16 to the registrant's Annual Report
                     on Form 10-K for the year ended March 31, 1995 is incorporated herein
                     by this reference.

10.15                Letter Agreement dated June 10, 1994, between registrant, Massachusetts
                     Mutual Life Insurance Company and MassMutual Corporate Investors,
                     filed as Exhibit 10.17 to the registrant's Annual Report on Form 10-K
                     for the year ended March 31, 1995 is incorporated herein by this
                     reference.

10.16                Letter Agreement dated October 10, 1994 between registrant,
                     Massachusetts Mutual Life Insurance Company and MassMutual Corporate
                     Investors, filed as Exhibit 10.18 to the registrant's Annual Report
                     on Form 10-K for the year ended March 31, 1995 is incorporated
                     herein by this reference.

10.17                Supply Agreement dated April 18, 1995 by and between registrant and M &
                     H Drugs, Inc., filed as Exhibit 10.19 to the registrant's Annual
                     Report on Form 10-K for the year ended March 31, 1995 is incorporated
                     herein by this reference.

10.18                Letter Agreement, dated August 31, 1993, by and between registrant and
                     W. VanMeter Alford, Jr. filed as Exhibit 10.28 to the registrant's
                     Annual Report on Form 10-K for the year ended April 1, 1994 is
                     incorporated herein by this reference.

10.19                Third Amended and Restated Loan and Security Agreement, dated as of
                     March 3, 1995, by and among registrant, Northern Drug Company,
                     Krelitz Industries, Inc. and Shawmut Capital Corporation, filed as
                     Exhibit 10.21 to the registrant's Annual Report on Form 10-K for the
                     year ended March 31, 1995 is incorporated herein by this reference.

10.20                First Amendment to Third Amended and Restated Loan and Security
                     Agreement, dated as of June 9, 1995, by and among registrant,
                     Northern Drug Company, Krelitz Industries, Inc. and Shawmut Capital
                     Corporation, filed as Exhibit 10.22 to the registrant's Annual Report
                     on Form 10-K for the year ended March 31, 1995 is incorporated herein
                     by this

                                    - 39 -
<PAGE> 9
<CAPTION>
Exhibit No.          Description                                                                       Page
-----------          -----------                                                                       ----
<C>                  <S>
                     reference.

10.21                Release of All Claims, dated as of June 6, 1995, by and between
                     registrant and George P. Bray, filed as Exhibit 10.23 to the
                     registrant's Annual Report on Form 10-K for the year ended March 31,
                     1995 is incorporated herein by this reference.

10.22                Second Amendment to Third Amended and Restated Loan and Security
                     Agreement and Consent, dated as of November 29, 1995 by and among
                     Shawmut Capital Corporation, the registrant, Northern Drug Company
                     and Krelitz Industries, Inc., filed as Exhibit 10.22 to the
                     registrant's Annual Report on Form 10-K for the year ended March 29,
                     1996 is incorporated herein by this reference.

10.23                Third Amendment to Third Amended and Restated Loan and Security
                     Agreement, Amendment to Pledge Agreement and Waiver, dated as of July
                     1996, by and among Fleet Capital Corporation, the registrant and
                     Krelitz Industries, Inc., filed as Exhibit 10.23 to the registrant's
                     Annual Report on Form 10-K for the year ended March 29, 1996 is
                     incorporated herein by this reference.

10.24                Amendment to and Restatement of Employment Agreement, dated as of
                     January 2, 1996, by and between the registrant and Steven B.
                     Goldfine, filed as Exhibit 10.24 to the registrant's Annual Report
                     on Form 10-K for the year ended March 29, 1996 is incorporated
                     herein by this reference.


10.25                D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust, dated
                     January 1, 1995, filed as Exhibit 10.25 to the registrant's Annual
                     Report on Form 10-K for the year ended March 29, 1996 is incorporated
                     herein by this reference.

10.26                Amended and Restated Lease Agreement, dated as of January 16, 1996, by
                     and between Morhaert Development, L.L.C. and the registrant's, filed
                     as Exhibit 10.26 to the registrant's Annual Report on Form 10-K for
                     the year ended March 29, 1996 is incorporated herein by this
                     reference.

10.27                First Amendment to Amended and Restated Lease Agreement, dated as of
                     June 6, 1996, by and between Morhaert Development, L.L.C. and the
                     registrant's, filed as Exhibit 10.27 to the registrant's Annual
                     Report on Form 10-K for the


                                    - 40 -
<PAGE> 10
<CAPTION>
Exhibit No.          Description                                                                       Page
-----------          -----------                                                                       ----
<C>                  <S>
                     year ended March 29, 1996 is incorporated herein by this reference.

10.28                Fourth Amendment to Third Amended and Restated Loan and Security
                     Agreement, dated as of May 1997, by an among Fleet Capital
                     Corporation, the registrant and Krelitz Industries, Inc. is filed
                     herewith.<F*>

10.29                Pharmaceutical Services Agreement between Anthem Prescription
                     Management, Inc. and D&K Wholesale Drug, Inc. dated July 16, 1996,
                     filed as Exhibit 10.1 to the registrant's Quarterly Report of Form
                     10-Q for the quarterly period ended June 30, 1996 is incorporated
                     herein by this reference.

10.30                Loan Agreement dated as of December 23, 1996, by and among registrant,
                     Krelitz Industries, Inc. and Magna Bank, N.A. is filed herewith.<F*>

13                   Registrant's 1997 Annual Report to Stockholders is filed herewith.<F*>

21                   Subsidiaries of the registrant, filed as Exhibit 21 to the registrant's
                     Annual Report on Form 10-K for the year ended March 29, 1996 is
                     incorporated herein by this reference.

23                   Consent of Arthur Andersen LLP is filed herewith.<F*>

99                   Pharmaceutical Buyers, Inc. Financial Statements as of December 31,
                     1997 and 1996 together with Report of Independent Public Accountants
                     are filed herewith.

<FN>
-------
<F*>Previously filed with Form 10-K for the year ended March 28, 1997.
</TABLE>

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