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                                                                   EXHIBIT 10.23

                       PHARMACY MANAGEMENT SERVICES, INC.

                               FIRST AMENDMENT TO
                  DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEES


        This First Amendment to Deferred Compensation Plan for Non-Employees 
(this "Amendment") amends the Deferred Compensation Plan for Non-Employees of 
Pharmacy Management Services, Inc. dated December 2, 1993 (the "Plan").  
Unless otherwise defined in this Amendment, all capitalized terms used in this
Amendment have the meanings ascribed to them in the Plan, and the definitions 
of those terms contained in the Plan are incorporated by reference in this 
Amendment.

                             AMENDMENTS TO THE PLAN

        1.   The definition of "Deferral Date" in section 1.2 of the Plan is
amended entirely to read as follows:

                 "Deferral Date" means, with respect to each Par-   
            ticipant, the earliest of the following dates: (a)   
            the date when the Participant attains age 70; (b) the   
            date when the Participant dies; (c) the date when the   
            Participant ceases to be an Eligible Director of the   
            Company; or (d) the date when the Company receives a   
            written certification from a medical doctor that the   
            Participant has a disability.                           
    
        2.   The definition of "Change of Control" in section 1.2 of the Plan
is deleted.

        3.   The first sentence of section 4.5 of the Plan is amended in its 
entirety to read as follows:

            This Plan will become effective as of the date when  
            it is adopted by the Board, and will continue until  
            terminated by resolution of the Board.                 
    

                             ______________________


        This Amendment may be executed in counterparts.  Each executed 
counterpart of this Amendment will constitute an original document, and 
all executed counterparts, together, will constitute the same Amendment.


APPROVED BY BOARD:  March 7, 1995


EXECUTED:  June 6, 1995               PHARMACY MANAGEMENT SERVICES, INC.



                                      By: /s/ Cecil S. Harrell        (SEAL)
                                         -----------------------------
                                         Cecil S. Harrell
                                         Chairman of the Board and
                                           Chief Executive Officer


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                               PLAN PARTICIPANTS:



EXECUTED:  June 6, 1995  /s/ David N. Campbell  
                       ----------------------------------
                        David N. Campbell



EXECUTED:  June 6, 1995 /s/ W. Seymour Holt
                       ----------------------------------
                          W. Seymour Holt



EXECUTED:  June 6, 1995 /s/ Peter T. Pruitt
                       ----------------------------------
                          Peter T. Pruitt