SecProbe.io

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                October 6, 2005

Mr. Jeffrey W. Henderson
Chief Financial Officer
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, OH  43017

Re:      Cardinal Health, Inc.
 Form 10-K for June 30, 2005
             File No. 1-11373

Dear Mr. Henderson:

We have limited our review of your fili ngs to those issues addressed in our
comments.  In our comments, we ask you to provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for June 30, 2005

Management’s Discussion and Analysis
1. You discuss the business model transition in your pharmaceutical
distribution business to fee-for-service  arrangements, yet we do not see
disclosure of:

• The different nature of these arrangements including their terms
and how you are compensated;
• The effects/expected effects on hi storical/future operations, cash
flows and financial position of th ese arrangements including on a
quantitative basis to the extent known.

Mr. Jeffrey W. Henderson
Cardinal Health, Inc.
October 6, 2005
Page 2

• The reason and m anner that the tran sition to a fee-for-serv ice
model will reduce earnin gs volatility,  which you disclos e will be
the result of the adoption of this m odel; or
• Your accou nting policies for record ing and class ifying in yo ur
financial statem ents am ounts re ceived and costs incurred under
these new arrangem ents.

Please provide us the above inform ation in disclosure-type form at.
2. Beginning on page 33 you state “As part of the transition to fee-for-service
terms, certain of the new distribution servic e agr eements enter ed into with
branded pharm aceutical m anufacturers cont inue to have an in flation-b ased
compensation com ponent to them .  Arrangem ents with certain other
branded m anufacturers still continue to  be solely inflation based.  If
branded pharm aceutical price inflati on is lower than the Company has
anticipated, its operating results could be adversely affected with respect
to its current exposure to continge nt fee-based compensation in its
Pharm aceutical Dis tribution busines s.  More fully  explain to u s in
disclosure-type for mat the reasonab ly likely effects of this known
uncertainty on future operations, cash flows and financial position.
3. You identify critical accounting polic ies requiring significant estim ates
such as vendor reserves and incom e tax reserves. We believe that the
focus of this disclosure should be on the estim ate identified as critical
rather than the accountin g policy.  Fo r each critical accoun ting estim ate,
please provide us, in disclosure-type format, m anagem ent’s analysis of
how the estim ate has affected you r results of operations for each period
presented, and how the variability that is  reasonably likely to result from
application of each critical accounti ng estim ates m ay affect your future
operations.  Refer to Release 33-8350.
4. Please prov ide us a rev ised contract ual obligation  table that in cludes
interest on d ebt becau se we believe that interest is part of that contractual
obligation.

Financial Statem ents

Note 1. Accounting Investigations and Restatem ent
5. With respect to the SEC for mal investigation and your  accrual of $25
million during fiscal 20 05, please tell us how yo u have com plied with the
requirem ent of paragraph 10 of FA S 5 that requires you to either

Mr. Jeffrey W. Henderson
Cardinal Health, Inc.
October 6, 2005
Page 3

a)disclose an estim ate of the am ount of possible loss or range of loss
above the amount accru ed, or b)state th at an estim ate cannot be m ade.

Note 3. Summ ary of Significant Acc ounting Policies - Revenue Recognition

Pharmaceutical Distribution and Provider Services
6. To help us understand the reasons why you distinguish betw een “Bulk”
and “Non-Bulk” revenues in your disclo sures to investors, please tell us:
• Why you are highlighting “Bulk Re venue for investors herein
and in MD&A where you disclose “Bulk Revenue” am ounts for
each period;
• For each characteristic, p rovide us a com plete des cription and
chronology of the flow of pr oduct from  the m anufacturer,
to/through you and to your custom er so that we m ay fully
understand what each characteristic is and why it warran ts
highlighting “Bulk Revenue” for inve stors as a different class of
revenue from “Non-Bulk Revenues;” and
• Any other characteristics of “Bul k Revenue” that distinguishes it
from  “Non- Bulk Revenues.”
7. Please clarify for us whether deliv eries to customer warehouses of
products where you act as an interm ediary in the ordering and delivery of
pharm aceutical produ cts that you reco rd gross as discussed in the
paragraph following the list of “Bulk Revenue” c haracteristics repre sents
the sam e deliveries described in the first bullet of “Bulk Revenue”
charac teristics lis t. If it is not th e sam e, please provide us a com plete
explanation to understand the differen ce.  In order to help us understand
your conclusion that you act as principa l for these deliveries, describe for
us the form  of these tran sactions and the rights and obligations of the
parties involved.  Also, provide us a thorough analysis of how your
presentation of the gross am ount of these product sales as revenues
complies with EITF 99-19.  In your  response, ex plicitly analyze each of
the EITF 99-19 indicators for gross reporting and explain to us why you
believe the weight of these indicators dictate gross reporting.  As part of,
but not in p lace of, your analysis of the prim ary obligor indicator, tell u s
(A) whether your custom ers have ev er looked to the supplier for the
acceptability  of the products purch ased, includ ing, but not lim ited to, the
quantity, quality, and/or re turn rights of purchas ed products, and (B) if
not, what causes them  to look to you for fulfillm ent in light of  the fact th at
they appear to have som e level of di rect in teraction with the supplie r, who
is also the m anufacturer of th e products they purchased.

Mr. Jeffrey W. Henderson
Cardinal Health, Inc.
October 6, 2005
Page 4

Note 18. Segm ent Inform ation
8. Explain to us why you do not present a ny disclosure required by paragraph
37 of FAS 131 for your Pharm aceutical Distribu tion segm ent.

*    *    *    *

Please respond to these comm ents within  10 business days or tell us when you
will prov ide us with a res ponse. Your letter shou ld key your responses to our comm ents.
Detailed letters greatly facil itate our review.  Please file  your letter on E DGAR under the
form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosu re in the f iling to  be cer tain that the filing include s all in form ation required under
the Securities Exchange Act of 1934 and th at they have provided all inform ation
investors require for an inform ed invest ment decision.  Since the com pany and its
manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are
responsib le for the accu racy and adequacy of the disclosu res they have m ade.

 In connection with responding to our co mments, please provide, in your letter, a
statem ent fr om the company ackno wledging th at:

• the com pany is respon sible for the adequacy and  accuracy of the dis closure in
the filings;
• staff comm ents or chang es to dis closure in response to staff comm ents do not
foreclose the Comm ission from  taking a ny actio n with respe ct to the f iling;
and
• the com pany m ay not assert staff comme nts as a defense in any proceeding
initiated by the Comm ission or any pers on under the federal s ecurities law s of
the United S tates.

 In addition, please be advi sed that the Division of En force ment has access to all
inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filin g or in respo nse to our comm ents on your filing.

You m ay contact L isa Vanjoske, Assist ant Chief Accountant, at 202-551-3614 if
you have questions regarding the comments.  In this regard, do not hesitate to contact m e,
at (202) 551-3679.

       S incerely,

Jim B. Rosenberg
      Senior Assistant Chief Accountant