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                 [Letterhead of Wachtell, Lipton, Rosen & Katz]

                                November 23, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Jim B. Rosenberg
Senior Assistant Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-0005

                      Re:      Cardinal Health, Inc.
                               Annual Report on Form 10-K
                               For fiscal year ended June 30, 2005
                               File Number 1-11373
                               ---------------------------------------------

Dear Mr. Rosenberg:

     On behalf of our client, Cardinal Health, Inc. (the"Company"), set forth
below are responses to the comments of the Staff of the Division of Corporation
Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC"
or "Commission") that appeared in your letter, dated October 6, 2005, with
respect to the filing referenced above. For the Staff's convenience, the text of
the Staff's comments is set forth below in bold followed in each case by the
response. The Company contemplates that, where required, additional disclosure
that has not already been provided be included in the Company's annual report on
Form 10-K for the fiscal year ending June 30, 2006 or, to the extent applicable,
in the Company's Quarterly Report on Form 10-Q for the period ending December
31, 2005.

<PAGE>

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:

     O    THE DIFFERENT NATURE OF THESE ARRANGEMENTS INCLUDING THEIR TERMS AND
          HOW YOU ARE COMPENSATED;

     O    THE EFFECTS/EXPECTED EFFECTS ON HISTORICAL/FUTURE OPERATIONS, CASH
          FLOWS AND FINANCIAL POSITION OF THESE ARRANGEMENTS INCLUDING ON A
          QUANTITATIVE BASIS TO THE EXTENT KNOWN;

     O    THE REASON AND MANNER THAT THE TRANSITION TO A FEE-FOR-SERVICE MODEL
          WILL REDUCE EARNINGS VOLATILITY, WHICH YOU DISCLOSE WILL BE THE RESULT
          OF THE ADOPTION OF THIS MODEL; OR

     O    YOUR ACCOUNTING POLICIES FOR RECORDING AND CLASSIFYING IN YOUR
          FINANCIAL STATEMENTS AMOUNTS RECEIVED AND COSTS INCURRED UNDER THESE
          NEW ARRANGEMENTS.

     PLEASE PROVIDE US THE ABOVE INFORMATION IN DISCLOSURE-TYPE FORMAT.

     RESPONSE: In response to the Staff's comment, set forth below is the
     information requested in disclosure-type format.

                                     *  *  *

     BACKGROUND. Historically, the compensation received by the Company's
     Pharmaceutical Distribution business from branded pharmaceutical
     manufacturers was based on each manufacturer's unique sales practices
     (E.G., volume of product available for sale, eligibility to purchase
     product, cash discounts for prompt payment, rebates, etc.) and
     pharmaceutical pricing practices (E.G., the timing, frequency and magnitude
     of product price increases). Specifically, a significant portion of the
     compensation the Pharmaceutical Distribution business received from
     manufacturers was derived from the Company's ability to purchase
     pharmaceutical inventory in advance of pharmaceutical price increases, hold
     that inventory as manufacturers increased pharmaceutical prices, and
     generate a higher operating margin on the subsequent sale of that inventory
     (the "buy and hold" model). This compensation system was dependent to a
     large degree upon the sales practices of each branded pharmaceutical
     manufacturer, including established policies concerning the volume of
     product available for purchase in advance of a price increase, and on
     predictable pharmaceutical pricing practices.

     Beginning in fiscal 2003, branded pharmaceutical manufacturers began to
     seek greater control over the amount of pharmaceutical product available in
     the supply

<PAGE>

     chain and, as a result, began to change their sales practices by
     restricting the volume of product available for purchase by pharmaceutical
     wholesalers. In addition, manufacturers have increasingly sought more
     services from the Company, including providing data concerning product
     sales and distribution patterns. The Company believes that the
     manufacturers sought these changes to provide them with greater visibility
     over product demand and movement in the market and to increase product
     safety and integrity by reducing the risks associated with product being
     available to, and distributed in, the secondary market. These changes
     significantly reduced the compensation received by the Company from branded
     pharmaceutical manufacturers. As a result of these actions by branded
     pharmaceutical manufacturers, the Company concluded it was no longer being
     adequately and consistently compensated for the reliable and consistent
     logistical, capital and administrative services being provided by the
     Company to these manufacturers.

     In response to these developments, the Company established a compensation
     system that is significantly less dependent on manufacturers' sales or
     pricing practices, and is based on the services provided by the Company to
     meet the unique distribution requirements of each manufacturer's products.
     During fiscal 2005, the Company worked with individual branded
     pharmaceutical manufacturers to define fee-for-service terms that
     adequately compensate the Company based on the services being provided to
     such manufacturers. The initial fee-for-service transition is essentially
     complete.

     NATURE OF FEE-FOR-SERVICE ARRANGEMENTS. Under a fee-for-service
     arrangement, the Company provides to branded pharmaceutical manufacturers
     base distribution services and other services, such as inventory management
     services and data/reporting services. The Company's compensation for these
     services may be either a fee or a fee plus an inflation-based compensation
     component described below. The fee is typically a fixed percentage of the
     Company's purchases from the manufacturer or of the Company's sales to
     customers. Fees are generally billed monthly or quarterly. In addition to
     the fees described above for base services, the Company also may receive
     performance-based fees under certain fee-for-service arrangements for
     achieving specified rates of service levels and for following the
     manufacturer's established policies and procedures for shortage claims,
     returns and/or payment deductions, among other things.

     The inflation-based component of fee-for-service arrangements is contingent
     upon price increases by the manufacturer. In addition to margin generated
     from the sale of inventory after a manufacturer's price increase, the
     Company may receive other compensation from the manufacturer based on price
     increases. This other compensation is determined by multiplying the price
     increase rate by a pre-determined supply of product, which usually
     represents a specific number of weeks or days of the Company's purchases or
     sales.

     Terms of the fee-for-service arrangements with branded pharmaceutical

<PAGE>

     manufacturers described above are defined in a written distribution service
     agreement entered into between the Company and each manufacturer. In
     addition to the fee compensation terms, typical distribution service
     agreements may include the following other terms:

     o    The Company agrees to maintain certain aggregate inventory levels and
          the Company and the manufacturer agree to certain procedures in order
          to minimize product shortages and maximize product availability;

     o    The Company agrees to prepare certain inventory reports and provide
          the manufacturer with such reports on a periodic basis;

     o    The Company agrees to fill orders by the purchasers of the
          manufacturer's products at certain service levels;

     o    The Company agrees to purchase 100% of its requirements of the
          manufacturer's products directly from the manufacturer;

     o    The agreement may contain terms and conditions regarding the handling
          of deductions for product shortages and damaged or returned products;

     o    The agreement term generally ranges from a one-year term with an
          automatic renewal feature to a five-year term; and

     o    Such agreements generally cannot be terminated unless mutually agreed
          to by the parties, a breach of the agreement occurs that is not cured,
          or an involuntary bankruptcy filing occurs.

     EFFECTS OF FEE-FOR-SERVICE ARRANGEMENTS ON OPERATIONS, CASH FLOWS AND
     FINANCIAL POSITION. The transition to a fee-for-service compensation model
     creates a one-time cash flow benefit. The Company can reduce required
     pharmaceutical inventory levels because inventory under this model is
     maintained principally to meet customer service levels and investment
     inventory is minimized.

     With respect to the impact of the transition on operations and financial
     position, margin is reduced as fee-based margin rates are typically lower
     than historical inflation-based, "buy and hold" margin. The lower margin is
     usually offset, however, by lower capital costs associated with lower
     inventory levels which results in lower interest expense. The Company is
     not able to quantify the impact of each of these developments due to, among
     other things, the variety of factors that impact margin and inventory. The
     Company believes, however, that net earnings with the new fee-for-service
     model should be generally comparable to net earnings with the "buy and
     hold" model.

     WHY THE TRANSITION TO A FEE-FOR-SERVICE MODEL WILL REDUCE EARNINGS
     VOLATILITY. As discussed above, under the "buy and hold" model, the Company
     earned margin

<PAGE>

     through speculating on the timing and magnitude of pharmaceutical price
     increases. The timing and magnitude of any such price increase was at the
     discretion of the manufacturer. As a result, the Company could not always
     accurately predict if and when a price increase would occur or the
     magnitude of any price increase. Also, historically, a disproportionate
     number of price increases occurred in the third quarter of each fiscal
     year, which meant that, historically, the Company recorded the highest
     margin income of its fiscal year during that quarter.

     Under the fee-for-service model, margin is expected to be earned more
     evenly throughout the fiscal year. The fee-based compensation component of
     arrangements with branded pharmaceutical manufacturers is not subject to
     the uncertainty of price increases. For fiscal 2006, more than 70%
     (compared to less than 5% for fiscal 2004 and prior periods) of branded
     vendor margin is expected to be earned from fees.

     ACCOUNTING POLICIES. The Company determined that distribution service
     agreement fees should be accounted for under EITF 02-16, "Accounting by a
     Customer (including a reseller) for Certain Consideration Received by a
     Vendor". The Company further determined that the fees should be recorded as
     an adjustment to the price of the vendor's products and characterized as a
     reduction in cost of goods sold per EITF 02-16.

2.   BEGINNING ON PAGE 33 YOU STATE "AS PART OF THE TRANSITION TO
     FEE-FOR-SERVICE TERMS, CERTAIN OF THE NEW DISTRIBUTION SERVICE AGREEMENTS
     ENTERED INTO WITH BRANDED PHARMACEUTICAL MANUFACTURERS CONTINUE TO HAVE AN
     INFLATION-BASED COMPENSATION COMPONENT TO THEM. ARRANGEMENTS WITH CERTAIN
     OTHER BRANDED MANUFACTURERS STILL CONTINUE TO BE SOLELY INFLATION BASED. IF
     BRANDED PHARMACEUTICAL PRICE INFLATION IS LOWER THAN THE COMPANY HAS
     ANTICIPATED, ITS OPERATING RESULTS COULD BE ADVERSELY AFFECTED WITH RESPECT
     TO ITS CURRENT EXPOSURE TO CONTINGENT FEE-BASED COMPENSATION IN ITS
     PHARMACEUTICAL DISTRIBUTION BUSINESS." MORE FULLY EXPLAIN TO US IN
     DISCLOSURE-TYPE FORMAT THE REASONABLY LIKELY EFFECTS OF THIS KNOWN
     UNCERTAINTY ON FUTURE OPERATIONS, CASH FLOWS AND FINANCIAL POSITION.

     RESPONSE: In response to the Staff's comment, set forth below is the
     information requested in disclosure-type format.

                                     *  *  *

     A portion of the Company's results of operations is favorably affected by
     larger and/or more frequent price increases in branded pharmaceuticals and
     is unfavorably affected by smaller and/or less frequent price increases.
     For fiscal 2006, branded vendor margin that is subject to inflation risk is
     expected to comprise less than 30% of the Company's total branded vendor
     margin. Branded pharmaceutical price inflation has averaged approximately
     6% over the last five years. The Company expects price inflation for fiscal
     2006 to be generally

<PAGE>

     comparable to the average price inflation over the last five years. Any
     difference between actual inflation and expected inflation would result in
     changes in the portion of the Company's expected branded vendor margin that
     is subject to inflation risk. The actual effect on the Company would depend
     on which manufacturers change prices and whether the Company's compensation
     from such manufacturers is fee-based or inflation-based.

3.   YOU IDENTIFY CRITICAL ACCOUNTING POLICIES REQUIRING SIGNIFICANT ESTIMATES
     SUCH AS VENDOR RESERVES AND INCOME TAX RESERVES. WE BELIEVE THAT THE FOCUS
     OF THIS DISCLOSURE SHOULD BE ON THE ESTIMATE IDENTIFIED AS CRITICAL RATHER
     THAN THE ACCOUNTING POLICY. FOR EACH CRITICAL ACCOUNTING ESTIMATE, PLEASE
     PROVIDE US, IN DISCLOSURE-TYPE FORMAT, MANAGEMENT'S ANALYSIS OF HOW THE
     ESTIMATE HAS AFFECTED YOUR RESULTS OF OPERATIONS FOR EACH PERIOD PRESENTED,
     AND HOW THE VARIABILITY THAT IS REASONABLY LIKELY TO RESULT FROM
     APPLICATION OF EACH CRITICAL ACCOUNTING ESTIMATES MAY AFFECT YOUR FUTURE
     OPERATIONS. REFER TO RELEASE 33-8350.

     RESPONSE: In the Company's annual report on Form 10-K (the "2005 Form
     10-K"), the Company's disclosure regarding critical accounting policies and
     sensitive accounting estimates concentrated on describing the Company's
     most critical accounting policies and providing sensitivity analysis
     related to what may happen in the future if certain factors change. The
     Company reviewed Release 33-8350 in conjunction with its most recent
     filing. The Company attempted to identify situations where either the
     current effect on operating results or variability in future results was
     not clear. Set forth below is revised disclosure that includes additional
     information to provide a clearer explanation as to the current year and
     future impact of these estimates. This enhanced disclosure, modified as
     appropriate for the reporting period, is intended to be included in future
     filings by the Company on Form 10-K.

                                     *  *  *

     CRITICAL ACCOUNTING POLICIES AND SENSITIVE ACCOUNTING ESTIMATES
     ---------------------------------------------------------------

     Critical accounting policies are those accounting policies that can have a
     significant impact on the presentation of the Company's financial condition
     and results of operations, and require use of complex and subjective
     estimates based upon past experience and management's judgment. Th